Common use of Title to Intellectual Property Clause in Contracts

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses in all material respects, as now conducted, and, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own or have valid and enforceable possess adequate rights to use the all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain namestrademark registrations, all goodwill associated with the foregoingservice xxxx registrations, copyrights, licenses, inventions, trade secrets, software, technology, licenses and know-how (including trade secrets and other intellectual property unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses in all material respects, as now conducted, and, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party’s business. Except as described set forth in the Registration Statement, Pricing Disclosure Package and the ProspectusSEC Documents, (ai) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s ownership or any of its subsidiary’s licensing rights in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (biv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, that others challenging the Company validity or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware scope of any such Intellectual Property, other material fact which would form a reasonable basis for any such claimthan ordinary patent, trademark, service xxxx and copyright prosecution; (cv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of its subsidiaries has a right to useothers, and the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; and (dvi) there is no prior art of which the Company is aware that would has taken all steps reasonably be expected to render invalid any patent owned determined by the Company or any to be necessary to perfect its ownership of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned interest in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partIntellectual Property.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own own, or have obtained valid and enforceable licenses for, or other rights to use use, the patentsinventions, patent applications, patents, trademarks (both registered and service marks, trademark and service xxxx registrations and applicationsunregistered), trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how secrets and other intellectual property proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them, used in, or necessary for the conduct of of, their respective businesses as described in all material respectsthe Registration Statement, the Pricing Disclosure Package and the Prospectus, except as now conducted, and, would not reasonably be expected to have a Material Adverse Effect; and (i) to the knowledge Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property that would have a Material Adverse Effect; (ii) to the Company’s knowledge, the conduct of the respective businesses of there is no pending or threatened action, suit, proceeding or claim by others that the Company and or its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any third party. Except as described facts which would form a reasonable basis for a successful claim of such infringement, misappropriation or violation, in the Registration Statement, Pricing Disclosure Package and the Prospectus, each case that would have a Material Adverse Effect; (aiii) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s rights of the Company or any of its subsidiary’s rights subsidiaries in or to any such Intellectual Property, and the Company is unaware of any material fact facts which it believes would form a reasonable basis for any a successful challenge to the rights in such claimIntellectual Property, in each case that would have a Material Adverse Effect; (biv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, that others challenging the Company validity or scope of any of its subsidiaries infringes, misappropriates or otherwise violates any such Intellectual Property of othersProperty, and the Company is unaware of any other material fact facts which it believes would form a reasonable basis for any a successful challenge to the validity, enforceability or scope of such claimIntellectual Property, in each case that would have a Material Adverse Effect; (cv) there none of the technology employed by the Company has been obtained or is no pending action, suit, proceeding or claim being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened actionupon any of its officers, suitdirectors or employees or otherwise in violation of the rights of any persons; (vi) to the Company’s knowledge, proceeding there are no third parties who have or claim, by others challenging the validity, enforceability or scope of will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as owned or exclusively licensed by the Company or its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any of its subsidiariesthird parties; (vii) the Company is not a party to or bound by any options, and licenses or other agreements, with respect to the Company’s or a third party’s Intellectual Property, that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and that are not described in all material respects therein; (viii) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any such of the Intellectual Property that would a Material Adverse Effect on the Company or any of its subsidiaries has a right Company; and (ix) to usethe Company’s knowledge, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected material to render invalid any patent or patent application owned or exclusively licensed by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s U.S. Patent and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries Trademark Office that would have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in parta Material Adverse Effect.

Title to Intellectual Property. Except as described in the Registration StatementThe Company owns, Pricing Disclosure Package and the Prospectuspossesses, the Company and its subsidiaries own or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain namescan acquire on reasonable terms, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property Intellectual Property (collectively, the “Intellectual Property”as defined below) necessary for the conduct of their respective businesses in all material respects, the Company’s business as now conducted or as described in the Registration Statement and the Prospectus to be conducted, andexcept as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (B) there is no pending or, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringethreatened, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, for which the Company has been served or notified, challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others, for which the Company has been served or notified, challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) there is no pending or threatened action, suit, proceeding or claim by others, for which the Company has been served or notified, that the Company infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (bE) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened actionno employee of the Company is in or has ever been in violation of any term of any employment contract, suitpatent disclosure agreement, proceeding invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or claim, by others, that 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 infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned actions undertaken by the Company or any of its subsidiaries, and employee while employed with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are except as such violation would not result in material breach or default thereof; and (f) the granted or issued a Material Adverse Effect. “Intellectual Property” shall mean all patents, trademarkspatent applications, trade and copyrights owned by the Company service marks, trade and its subsidiaries have been duly maintained service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partother intellectual property.

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

Title to Intellectual Property. Except as described would not, individually or in the Registration Statementaggregate, Pricing Disclosure Package and the Prospectushave a Material Adverse Effect, Parent, the Company and its subsidiaries own the Significant Subsidiaries own, possess, license or have valid and enforceable other rights to use the on reasonable terms, all patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licensesdomain names (in each case including all registrations and applications to register same), inventions, trade secrets, software, technology, know-how how, and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their Parent’s, the Company’s and the Significant Subsidiaries’ respective businesses in all material respects, as now conducted. Except as set forth in the Registration Statement, andthe Time of Sale Information and the Prospectus and except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) Parent, the Company and the Significant Subsidiaries own, or have rights to use under license, all such Intellectual Property free and clear of all adverse claims, liens or other encumbrances; (ii) to the knowledge of Parent, there is no infringement, misappropriation or other violation by any third parties of any such Intellectual Property; (iii) there is no pending or, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending action, suit, proceeding or claim or, to the Company’s knowledgeParent, threatened action, suit, proceeding or claimclaim by any third party challenging Parent’s, by others, challenging the Company’s or any of its subsidiary’s the Significant Subsidiaries’ rights in or to any such Intellectual Property, and the Company and the Guarantors are unaware of any facts which would form a reasonable basis for any such claim, action, suit or proceeding; (iv) there is no pending or, to the knowledge of Parent, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any such Intellectual Property, and the Company is unaware of any material facts that would form a reasonable basis for any such claim, action, suit or proceeding; (v) there is no pending or, to the knowledge of Parent, threatened action, suit, proceeding or claim by any third party that Parent, the Company or any Significant Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property rights of any third party, and Parent is unaware of any other fact which would form a reasonable basis for any such claim, action, suit or proceeding; and (bvi) to the knowledge of Parent, there is no pending actionvalid and subsisting patent or published patent application that would preclude Parent, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates and the Significant Subsidiaries from practicing any Intellectual Property necessary for the conduct of othersParent’s, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiariesSignificant Subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partrespective businesses as now conducted.

Title to Intellectual Property. Except as described in the Registration StatementThe Company owns, Pricing Disclosure Package and the Prospectuspossesses, the Company and its subsidiaries own licenses or have valid and enforceable has other rights to use the all patents, patent applications, trademarks trade and service marks, trademark trade and service xxxx registrations and applicationsregistrations, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses in all material respects, as now conducted, andthat, to the knowledge of the Company, is necessary for the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except Company’s business as now conducted (as described in the Registration Statement, Pricing Disclosure Package and the Time of Sale Prospectus, collectively, the “Company Intellectual Property”), and, to the Company’s knowledge, the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the Time of Sale Prospectus (exclusive of any supplement thereto) or except in each case as would not reasonably be expected to have a material adverse effect on the Company: (a) there are no material rights of third parties to any such Company Intellectual Property; (b) to the Company’s knowledge, there is no material infringement by third parties of any such Company Intellectual Property; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of its subsidiary’s rights in or to any such Company Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (bd) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, that others challenging the Company validity or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware scope of any other material fact which would form a reasonable basis for any such claimCompany Intellectual Property; (ce) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of its subsidiaries has a right others; (f) to usethe Company’s knowledge, there is no U.S. patent which contains claims that dominate any Company Intellectual Property described in the Company is unaware Time of Sale Prospectus or that interferes under 35 U.S.C. §102(g) with the pending claims of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claimIntellectual Property; (dg) to the Company’s knowledge, there is no prior art of which the Company is aware that would reasonably be expected to render invalid any U.S. patent owned held by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby invalid which has not been disclosed to the applicable government patent officeU.S. Patent and Trademark Office (the “PTO”); and (eh) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not obligated to pay a material royalty, grant a license, or provide other material consideration to any third party in material breach or default thereof, and to connection with the knowledge of Company Intellectual Property. To the Company’s knowledge, other parties to those agreements are not in material breach or default thereof; all patents and (f) the granted or issued patents, trademarks, and copyrights patent applications owned by the Company and its subsidiaries filed with the PTO or any foreign or international patent authority (the “Company Patent Rights”) and all patents and patent applications in-licensed by the Company and filed with the PTO or any foreign or international patent authority (the “In-licensed Patent Rights”) have been duly maintained and are in full force properly filed; the Company has complied with their duty of candor and in effectdisclosure to the PTO for the Company Patent Rights and, to the Company’s knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partdisclosure to the PTO for the In-licensed Patent Rights.

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

Title to Intellectual Property. Except as described disclosed in the Registration Statement, Pricing Disclosure Package and the ProspectusSEC Documents, the Company and its subsidiaries own owns, possesses, licenses or have valid and enforceable has other rights to use the all patents, patent applications, trademarks trade and service marks, trademark trade and service xxxx registrations and applicationsmark registrations, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses in all material respects, as now conducted, andthat, to the knowledge of the Company, is necessary for the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except Company’s business as now conducted (as described in the Registration StatementSEC Documents, Pricing Disclosure Package collectively, the “Company Intellectual Property”), and, to the Company’s knowledge, the patents, trademarks, and copyrights included within the ProspectusCompany Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the SEC Documents or except in each case as would not reasonably be expected to have a Material Adverse Effect on the Company: (a) there are no material rights of third parties to any such Company Intellectual Property; (b) to the Company’s knowledge, there is no material infringement by third parties of any such Company Intellectual Property; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of its subsidiary’s rights in or to any such Company Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (bd) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, that others challenging the Company validity or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware scope of any other material fact which would form a reasonable basis for any such claimCompany Intellectual Property; (ce) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of its subsidiaries has a right others; (f) to usethe Company’s knowledge, there is no U.S. patent which contains claims that dominate any Company Intellectual Property described in the Company is unaware SEC Documents or that interferes under 35 U.S.C. §102(g) with the pending claims of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claimIntellectual Property; (dg) to the Company’s knowledge, there is no prior art of which the Company is aware that would reasonably be expected to render invalid any U.S. patent owned held by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby invalid which has not been disclosed to the applicable government patent officeU.S. Patent and Trademark Office (the “PTO”); and (eh) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not obligated to pay a material royalty, grant a license, or provide other material consideration to any third party in material breach or default thereofconnection with the Company Intellectual Property. Except as otherwise disclosed in the SEC Documents, and to the knowledge of the Company’s knowledge, other parties to those agreements are not in material breach or default thereof; all patents and (f) the granted or issued patents, trademarks, and copyrights patent applications owned by the Company and its subsidiaries filed with the PTO or any foreign or international patent authority (the “Company Patent Rights”) and all patents and patent applications in-licensed by the Company and filed with the PTO or any foreign or international patent authority (the “In-licensed Patent Rights”) have been duly maintained and are in full force properly filed; the Company has complied with their duty of candor and in effectdisclosure to the PTO for the Company Patent Rights and, to the Company’s knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partdisclosure to the PTO for the In-licensed Patent Rights.

Title to Intellectual Property. Except To the Company’s knowledge, the Company and its subsidiaries own, possess or have rights to all Intellectual Property (as defined below) reasonably necessary for the conduct of the business of the Company as now conducted or to be conducted as described in the Registration Statement, Pricing Disclosure Package and the Prospectus. The Company has not received and has no reason to believe that it will receive any notice of infringement or conflict with asserted Intellectual Property of others. Except as would not be reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect (i) to the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any Intellectual Property; (ii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company and or its subsidiaries own in or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “any such Intellectual Property”, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iii) necessary for the conduct of their respective businesses in all material respects, as now conducted, Intellectual Property owned by the Company and, to the knowledge of the Company, the conduct of the respective businesses of Intellectual Property licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s validity or any scope of its subsidiary’s rights in or to any such Intellectual Property, and, except as described in the Pricing Disclosure Package and the Prospectus, the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (biv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other material fact facts which would form a reasonable basis for any such claim; and (cv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope no employee of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware in or has ever been in violation in any material respect of any such claim, and, in either case, the Company is unaware term of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any employment contract, patent owned by the Company 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 its subsidiaries or that the Company has rights such violation relates to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Companysuch employee’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of employment with the Company, other parties to those agreements are not in material breach or default thereof; and (f) actions undertaken by the granted or issued employee while employed with the Company. The term “Intellectual Property” as used herein means all patents, trademarkspatent applications, trade and copyrights owned by the Company service marks, trade and its subsidiaries have been duly maintained service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partother intellectual property.

Title to Intellectual Property. Except as described in the Registration StatementThe Company owns, Pricing Disclosure Package and the Prospectuspossesses, the Company and its subsidiaries own or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain namescan acquire on reasonable terms, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property Intellectual Property (collectively, the “Intellectual Property”as defined below) necessary for the conduct of their respective businesses in all material respects, the Company’s business as now conducted or as described in the Registration Statement and the Prospectus to be conducted, andexcept as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (B) there is no pending or, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringethreatened, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, for which the Company has been served or notified, challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others, for which the Company has been served or notified, challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) there is no pending or threatened action, suit, proceeding or claim by others, for which the Company has been served or notified, that the Company infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (bE) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened actionno employee of the Company is in or has ever been in violation of any term of any employment contract, suitpatent disclosure agreement, proceeding invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or claim, by others, that 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 infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned actions undertaken by the Company or any of its subsidiaries, and employee while employed with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are except as such violation would not result in material breach or default thereof; and (f) the granted or issued a Material Adverse Effect. “Intellectual Property” shall mean all patents, trademarkspatent applications, trade and copyrights owned by the Company service marks, trade and its subsidiaries have been duly maintained service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partother intellectual property.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus or as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) the Company and its subsidiaries own or have a valid and enforceable rights license to use the all patents, patent applicationstrademarks, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain namesnames and other source indicators, all goodwill associated with the foregoing, copyrights, licensescopyrights and copyrightable works, inventions, know-how, trade secrets, softwaresystems, technologyprocedures, know-how proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, the “Intellectual Property”) used in, held for use in, or necessary for the conduct of their respective businesses businesses; (ii) to the knowledge of the Company, the Company and its subsidiaries have not infringed, misappropriated or otherwise violated any Intellectual Property right of any person or entity, and neither the sale, use nor other exploitation of any of the discoveries, inventions, products, product candidates, services or processes of the Company or any of its subsidiaries that are referred to in all material respectsthe Registration Statement, as now conductedthe Pricing Disclosure Package or the Prospectus do or will infringe, misappropriate or otherwise violate any Intellectual Property right of any person or entity; (iii) there is no pending, or the Company’s knowledge, threatened, action, suit, proceeding or claim by any person or entity (A) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property rights of any person or entity or (B) challenging the ownership, inventorship, validity, enforceability or scope of, or any of the rights of the Company or any of its subsidiaries in, any Intellectual Property owned by or licensed to the Company or any of its subsidiaries; (iv) to the knowledge of the Company, none of the Intellectual Property owned by or licensed to the Company or any of its subsidiaries is being infringed, misappropriated or otherwise violated by any person or entity; and (v) each agreement pursuant to which the Company or any of its subsidiaries obtains any license or other rights to any Intellectual Property is a valid and binding agreement of the Company and its subsidiaries and is in full force and effect, and none of the Company or any of its subsidiaries or, to the knowledge of the Company, any other party thereto, is in default or breach under any terms of any such agreement and, to the knowledge of the Company, the conduct no event or circumstance has occurred that, with notice or lapse of the respective businesses time or both, would constitute any event of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partthereunder.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own own, or have valid valid, binding and enforceable licenses for, or other rights to use on reasonable terms, the patents, patents and patent applications, trademarks and copyrights, trademarks, trademark registrations, service marks, trademark and service xxxx registrations and applicationsregistrations, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, service names and know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures) used in the conduct of, or necessary for the proposed conduct of, the respective businesses of the Company and its subsidiaries in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (collectively, the “Company Intellectual Property”) necessary for ); except as described in the conduct of their respective businesses in all material respectsRegistration Statement, as now conducted, andthe Pricing Disclosure Package and the Prospectus, to the knowledge of the Company, the conduct of the respective businesses of patents, trademarks, and copyrights included within the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statementare valid, Pricing Disclosure Package enforceable, and the Prospectussubsisting, (a) and there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s validity, enforceability or scope of any of its subsidiary’s rights in or to any such Company Intellectual Property, in each case which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect on the Company; other than as disclosed in the Registration Statement, the Pricing Disclosure Package and the Company is unaware of any material fact which would form a reasonable basis for any such claim; Prospectus, (bi) there is no pending or threatened action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of othersviolates, and or would, upon the Company is unaware commercialization of any other material fact which would form a reasonable basis for product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate any such claim; (c) there is no pending action, suit, proceeding or claim or, rights of others with respect to any of the Company’s knowledgeor any of its subsidiaries’ products, threatened actionproposed products, suit, proceeding or claim, by others challenging processes and neither the validity, enforceability or scope Company nor any of its subsidiaries have received any notice of any such claim of infringement, misappropriation or violation; (ii) to the knowledge of the Company, neither the sale nor use of any of products, proposed products or processes of the Company or its subsidiaries referred to in the Registration Statement, the Pricing Disclosure Package or the Prospectus do or will, infringe, interfere or conflict with any right or valid patent claim of any third party in any material respect; (iii) to the knowledge of the Company, no third party has any ownership right in or to any Company Intellectual Property that is owned by the Company or any of its subsidiaries, and with respect and, to the knowledge of the Company, no third party has any ownership right in or to any such Company Intellectual Property in any field of use that is exclusively licensed to the Company or any of its subsidiaries, other than any licensor to the Company or any of its subsidiaries of such Company Intellectual Property and (iv) to the knowledge of the Company, none of the technology employed by the Company or any of its subsidiaries has a right to use, the Company been obtained or is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned being used by the Company or any of its subsidiaries or that in violation of any contractual obligation binding on the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statementor any of its subsidiaries or upon any of their respective officers, Pricing Disclosure Package and the Prospectus are in full force and effectdirectors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in material or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to a former employer any intellectual property, obligation to assign any Company Intellectual Property, or default thereofobligation not to use third party intellectual property or other proprietary rights on behalf of the Company or any of its subsidiaries. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, all patents and patent applications owned by, and, to the knowledge of the Company, other parties all patent and patent applications licensed to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and or any of its subsidiaries or under which the Company or any of its subsidiaries have rights have been duly maintained and are 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 full force 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 effect, and none 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 patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partapplications.

Title to Intellectual Property. Except as described in To the Registration Statement, Pricing Disclosure Package and knowledge of the ProspectusCompany, the Company and its subsidiaries own owns, possesses, or have has a valid and enforceable rights license to use the all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain namestrademark registrations, all goodwill associated with the foregoingservice xxxx registrations, copyrights, licenses, inventions, trade secrets, software, technology, licenses and know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses in all material respectsthe Company’s business as currently conducted and as proposed to be conducted (collectively, as now conducted“Intellectual Property”), and, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries Company’s business does not infringe, misappropriate or otherwise violate and will not conflict in any Intellectual Property material respect with any such rights of any third partyothers. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus (“Disclosure Documents”), (ai) the Company has not received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of others in connection with Company’s patents, patent applications, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim, (ii) to the Company’s knowledge there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property as licensed to the Company; (iii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property; (iv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, : (A) challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validity, by othersenforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes, misappropriates misappropriates, or otherwise violates violates, or would, upon the commercialization of any Intellectual Property product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, and the Company is unaware of any other material fact facts which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (dv) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights complied with the terms of each agreement pursuant to use the inventions covered thereby which Intellectual Property has not been disclosed licensed to the applicable government patent office; (e) the Company’s , and the Company’s subsidiaries’ license all such agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (fvi) to the granted Company’s knowledge, there are no material defects in any of the patents or issued patentspatent applications included in the Intellectual Property. In particular, trademarksall priority claims made in any United States patents and pending patent applications of the Intellectual Property are valid, and copyrights owned all claims in such patents and pending patent applications are entitled to the priority claims made. No granted United States patents or pending patent applications of the Intellectual Property violate the Paris Convention Treaty. All United States patents and pending patent applications of the Intellectual Property claim priority to all applicable prior filed and/or co-pending patent applications. The product candidates described in the Disclosure Documents as under development by the Company and its subsidiaries have been duly maintained and are in full force and in effectfall within the scope of the claims of one or more patents or patent applications owned by, and none of such patentsor exclusively licensed to, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partthe Company.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own own, or have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the patentsinventions, patent applications, patents, trademarks (both registered and service marks, trademark and service xxxx registrations and applicationsunregistered), trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) necessary for described in the conduct of their respective businesses in all material respectsRegistration Statement, the Pricing Disclosure Package and the Prospectus as now conducted, and, being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any 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 or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s ownership or any of its subsidiary’s rights in or to any such Exclusive Intellectual Property, and the Company is unaware of any material fact which facts that it believes would form a reasonable basis for any such claim; (b) none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property owned by the Company or any of its subsidiariesProperty, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (das such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of which the Exclusive Intellectual Property that the Company is aware that would reasonably be expected to believes may render invalid any U.S. patent owned held by the Company invalid or any of its subsidiaries or that U.S. patent application held by the Company has rights to use the inventions covered thereby which unpatentable that has not been disclosed to the applicable government patent office; (e) the Company’s U.S. Patent and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partTrademark Office.

Title to Intellectual Property. Except as described disclosed in the Registration Statement, Pricing Disclosure Package and the ProspectusSEC Documents, the Company and its subsidiaries own owns, possesses, licenses or have valid and enforceable has other rights to use the all patents, patent applications, trademarks trade and service marks, trademark trade and service xxxx registrations and applicationsregistrations, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses in all material respects, as now conducted, andthat, to the knowledge of the Company, is necessary for the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except Company’s business as now conducted (as described in the Registration StatementSEC Documents, Pricing Disclosure Package collectively, the “Company Intellectual Property”), and, to the Company’s knowledge, the patents, trademarks, and copyrights included within the ProspectusCompany Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the SEC Documents or except in each case as would not reasonably be expected to have a Material Adverse Effect on the Company: (a) there are no material rights of third parties to any such Company Intellectual Property; (b) to the Company’s knowledge, there is no material infringement by third parties of any such Company Intellectual Property; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of its subsidiary’s rights in or to any such Company Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (bd) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, that others challenging the Company validity or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware scope of any other material fact which would form a reasonable basis for any such claimCompany Intellectual Property; (ce) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of its subsidiaries has a right others; (f) to usethe Company’s knowledge, there is no U.S. patent which contains claims that dominate any Company Intellectual Property described in the Company is unaware SEC Documents or that interferes under 35 U.S.C. §102(g) with the pending claims of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claimIntellectual Property; (dg) to the Company’s knowledge, there is no prior art of which the Company is aware that would reasonably be expected to render invalid any U.S. patent owned held by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby invalid which has not been disclosed to the applicable government patent officeU.S. Patent and Trademark Office (the “PTO”); and (eh) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not obligated to pay a material royalty, grant a license, or provide other material consideration to any third party in material breach or default thereofconnection with the Company Intellectual Property. Except as otherwise disclosed in the SEC Documents, and to the knowledge of the Company’s knowledge, other parties to those agreements are not in material breach or default thereof; all patents and (f) the granted or issued patents, trademarks, and copyrights patent applications owned by the Company and its subsidiaries filed with the PTO or any foreign or international patent authority (the “Company Patent Rights”) and all patents and patent applications in-licensed by the Company and filed with the PTO or any foreign or international patent authority (the “In-licensed Patent Rights”) have been duly maintained and are in full force properly filed; the Company has complied with their duty of candor and in effectdisclosure to the PTO for the Company Patent Rights and, to the Company’s knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partdisclosure to the PTO for the In-licensed Patent Rights.

Title to Intellectual Property. Except as The Company and its subsidiary own, or have obtained valid and enforceable licenses for, or other rights to use, the patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own Prospectus as being owned or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) licensed by them or which are necessary for the conduct of their respective businesses in all material respects, as now conducted, andcurrently conducted or, to the knowledge of the Company, as proposed to be conducted (with respect to the conduct commercialization of the respective businesses of the Company products and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus), except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (acollectively, “Intellectual Property”); (i) to the knowledge of the Company, there are no third parties who have or will be able to establish rights to any Intellectual Property, except for, and to the extent of, the ownership rights of the owners (or their licensees) of the Intellectual Property which the Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus disclose is licensed (or sublicensed) to the Company or to which the Company has been granted other rights; (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property; (iii) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, any third party challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claimclaim by others challenging the validity, by others, that the Company enforceability or any scope of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of othersProperty, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party that the Company or any subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or product candidate described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of any third party, and the Company is unaware of any reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiary have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, by others challenging and all such agreements are in full force and effect; (vii) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere in any material respect with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claimProperty; (dviii) to the Company’s knowledge, there is no prior art of which that may render any material claim in any U.S. patent application within the Company is aware Intellectual Property unpatentable that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent officeU.S. Patent and Trademark Office as required; and (eix) the Company’s product and the Company’s subsidiaries’ license agreements mentioned product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus are Prospectus, fall within the scope of the pending claims in full force and effectone or more patents owned by, and or patent applications filed by or licensed to, the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partsubsidiary.

Title to Intellectual Property. Except The Company and its subsidiaries each own or possess the right to use all material patents, patent rights, trademarks, trade names, service marks and service names (including all goodwill associated with use of the same), copyrights, license rights, inventions, know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other technology and intellectual property rights, including the right to xxx for past, present and future infringement, misappropriation or dilution of any of the same (“Intellectual Property”) used by them in the conduct of their business as described conducted and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Prospectus (“Company and its subsidiaries own or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for ); provided that the conduct of their respective businesses in all material respects, as now conducted, and, foregoing representation is made only to the Company’s knowledge of the Company, the conduct of the respective businesses of the Company as it concerns third party patent rights and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third partytrademark rights. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ai) to the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property, except for the retained rights of the owners of Company Intellectual Property which is licensed to the Company or its subsidiaries; (ii) there is no pending pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights or any of its subsidiaries’ rights in or to any Company Intellectual Property, and neither the Company nor any of its subsidiaries is aware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s validity, enforceability or scope of any of its subsidiary’s rights in or to any such Company Intellectual Property, and neither the Company nor any of its subsidiaries is unaware aware of any material fact facts which would could form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others that the Company or any of its subsidiaries infringes, infringes or misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of its subsidiaries is unaware aware of any other material fact facts which would could form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (v) to the Company’s knowledge, by others challenging there is no patent or patent application that contains claims that interfere with the validity, enforceability issued or scope pending claims of any Company Intellectual Property; and (vi) to the Company’s knowledge, no Company Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the rights of any persons. The Company and its subsidiaries have taken all reasonable steps necessary to secure interests in the Company Intellectual Property from their employees, consultants, agents and contractors. There are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property owned by the Company or any of its subsidiaries that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described in all material respects. The Company and its subsidiaries are not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and are not described in all material respects. No government funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of any Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries, and with respect no governmental agency or body, university, college, other educational institution or research center has any claim or right in or to any such Company Intellectual Property that the Company is owned or any of its subsidiaries has a right purported to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the . The Company and its subsidiaries have been duly maintained used all software and are other materials distributed under a “free,” “open source,” or similar licensing model (including but not limited to the GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Materials”) in full force and compliance with all license terms applicable to such Open Source Materials. Neither the Company nor any of its subsidiaries has used or distributed any Open Source Materials in effecta manner that requires or has required (i) the Company or any of its subsidiaries to permit reverse-engineering of any products or services of the Company or any of its subsidiaries, and none or any software code or other technology owned by the Company or any of such patentsits subsidiaries; or (ii) any products or services of the Company or any of its subsidiaries, trademarks and copyrights have been adjudged invalid or unenforceable any software code or other technology owned by the Company or any of its subsidiaries, to be (A) disclosed or distributed in whole source code form, (B) licensed for the purpose of making derivative works, or in part(C) redistributable at no charge.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own or have valid and enforceable possess adequate rights to use the all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain namestrademark registrations, all goodwill associated with the foregoingservice mxxx registrations, copyrights, licenses, inventions, trade secrets, software, technology, licenses and know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”) necessary for that is used in the conduct of their respective businesses in all material respects, business (as now conductedconducted and as proposed to be conducted in the Time of Sale Information) and except where the failure to own, andlicense or possess such rights would not, individually or in the aggregate, have a Material Adverse Effect; and to the knowledge of the Company, without having conducted any special investigation or patent search, the conduct of the their respective businesses (as now conducted and as proposed to be conducted in the Time of the Sale Information) does not conflict in any material respect with any such rights of others. The Company and its subsidiaries does subsidiary have not infringe, misappropriate or otherwise violate received any Intellectual Property written notice of any third partyclaim of infringement or conflict with any intellectual property of others. Except as described in the Registration Statement, Pricing Disclosure Package and the ProspectusTime of Sale Information, (ai) to the Company’s knowledge, without having conducted any special investigation or patent search, there are no third parties who have or will be able to establish rights to any Intellectual Property of the Company, except for the retained rights of the owners of the Intellectual Property which is licensed to the Company and except to the extent not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect; (ii) there is no pending pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any Intellectual Property, (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s validity or scope of any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (biv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others that the Company infringes or misappropriates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and others (v) the Company is unaware of any other material fact facts which would could form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim oras described in items (ii), (iii) and (iv), except to the extent not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect, and (vi) to the Company’s knowledge, threatened actionwithout having conducted any special investigation or patent search, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art patent or patent application that contains claims that interfere, as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208 with the issued or pending claims of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partIntellectual Property.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package The Partnership Entities own and the Prospectus, the Company and its subsidiaries own possess or have valid and enforceable rights licenses to use the use, all patents, patent rights, patent applications, trademarks licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain service names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technologyinternet addresses, know-how domain names and other intellectual property (collectively, the “Intellectual Property”) that is described in the Registration Statement, any Permitted Free Writing Prospectus or the Prospectus or that is necessary for the conduct of their respective businesses in all material respectsas currently conducted, as now conducted, and, proposed to the knowledge of the Company, the conduct of the respective businesses of the Company be conducted and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package any Permitted Free Writing Prospectus and the Prospectus; 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, (a) 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 the owners of the Intellectual Property which the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus disclose is licensed to the Partnership Entities; there is no pending action, suit, proceeding or claim or, to the Company’s knowledgeknowledge of the Partnership, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of its subsidiary’s Partnership Entities’ rights in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim 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, or asserting that any of the Partnership Entities infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, any Permitted Free Writing Prospectus or the Prospectus, infringe or violate, any Intellectual Property owned by the Company or any of its subsidiariesothers, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company Partnership is unaware of any such claim, and, in either case, the Company is unaware of any material fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (d) there is no prior art the Partnership Entities have complied with the terms of each agreement pursuant to which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company Intellectual Property has rights to use the inventions covered thereby which has not been disclosed licensed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license Partnership Entities, all such agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the Company right to terminate any such agreement; and there is not in material breach no patent or default thereof, and to patent application that contains claims that interfere with the knowledge issued or pending claims of any such Intellectual Property of the CompanyPartnership Entities or that challenges the validity, other parties to those agreements are not in material breach enforceability or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none scope of any such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partIntellectual Property.

Title to Intellectual Property. Except as described in To the Registration StatementCompany’s knowledge, Pricing Disclosure Package and the Prospectus, each of the Company and its subsidiaries own Parties owns, possesses, licenses or have valid and enforceable has other rights to use or otherwise receive the benefit of all material foreign and domestic patents, patent applications, trademarks trade and service marks, trademark trade and service xxxx registrations and applicationsmark registrations, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses in all material respects, as now conducted, and, conducted and proposed to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except be conducted as described in the Registration StatementStatement and the Prospectus, Pricing Disclosure Package except to the extent the failure to own, possess, license or have other rights to use or otherwise receive the benefit of such rights does not have a Material Adverse Effect. The Company Parties have not received any notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which would reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus, (ai) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property owned, possessed, licensed or otherwise held by the Company Parties; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, inquiry, proceeding or claim, claim brought by others, others challenging the Company’s or any of its subsidiaryCompany Party’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would could form a reasonable basis for any such action, suit, inquiry, proceeding or claim; (biv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, inquiry, proceeding or claim, claim brought by others, that others challenging the Company validity or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware scope of any other material fact which would form a reasonable basis for any such claimIntellectual Property; (cv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, inquiry, proceeding or claim, claim brought by others challenging the validitythat any Company Party has infringed, enforceability misappropriated or scope otherwise violated any patent, trademark, copyright, trade secret or other proprietary rights of others or would, upon further development or commercialization of any Intellectual Property owned by product, product candidate or service described in the Company Registration Statement and the Prospectus as under development, infringe, misappropriate or violate, any intellectual property of its subsidiariesothers, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which facts that would form a reasonable basis for any such claim; (dvi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Registration Statement and Prospectus as being owned by or licensed to the Company; (vii) there is no prior art act or public or commercial activity of which the Company is aware that would reasonably be expected to render invalid any patent owned by included in the Company or any of its subsidiaries Intellectual Property invalid or that would preclude the Company has rights to use issuance of any patent on any patent application included in the inventions covered thereby Intellectual Property which has not been disclosed to the applicable government U.S. Patent and Trademark Office or the relevant foreign patent officeauthority, as the case may be; (eviii) to the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statementknowledge, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is has not in material breach committed any act or default thereof, and omitted to undertake any act the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none effect of such patents, trademarks and copyrights have been adjudged commission or omission would reasonably be expected to result in a legal determination that any item of Intellectual Property thereby was rendered invalid or unenforceable in whole or in part; (ix) to the Company’s knowledge, the issued patents included in the Intellectual Property are valid and enforceable and the Company is unaware of any facts that would preclude the issuance of a valid and enforceable patent on any pending patent application included in the Intellectual Property; (x) the use or composition of the product candidates described in the Registration Statement and the Prospectus as under development by the Company fall within the scope of one or more claims of the patents or patent applications included in the Intellectual Property; (xi) the Company has taken reasonable steps necessary to secure the interests of the Company in the Intellectual Property purported to be owned by the Company from any employees, consultants, agents or contractors that developed (in whole or in part) such Intellectual Property; (xii) the Company Parties have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to such Company Party, and all such agreements are in full force and effect and, (xiii) to the Company’s knowledge, regarding the Intellectual Property, no employee of a Company Party is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company Party or actions undertaken by the employee while employed with the Company Party, except, in the case of any of clauses (i)-(xiii) above, for any such rights of or infringement by third parties or any such pending or threatened suit, action, proceeding or claim, or any non-compliance, act, event, occurrence, or fact as would not, individually or in the aggregate, result in a Material Adverse Effect.

Title to Intellectual Property. Except as described disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company and its subsidiaries Controlled Entities own or have valid and enforceable possess adequate rights to use the all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, trademark registrations, service xxxx registrations, domain namesnames and other source indicators, all goodwill associated with the foregoing, copyrights, licensescopyrights and copyrightable works, inventions, know-how, trade secrets, softwaresystems, technologyprocedures and proprietary or confidential information and all other worldwide intellectual property, know-how industrial property and other intellectual property proprietary rights (collectively, the “Intellectual Property”) necessary for used in the conduct of their respective businesses in all material respects, as now presently conducted, and, or as proposed to the knowledge be conducted in each of the CompanyRegistration Statement, the conduct of Pricing Disclosure Package and the respective businesses of Prospectus; (ii) the Company and its subsidiaries Controlled Entities’ conduct of their respective businesses does not not, to the Company’s knowledge, infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in person; (iii) the Registration StatementCompany and its Controlled Entities have not received any written notice of any claim relating to Intellectual Property; (iv) to the Company’s knowledge, Pricing Disclosure Package the Intellectual Property of the Company and the Prospectusits Controlled Entities is not being infringed, misappropriated or otherwise violated by any person; (av) there is no pending action, suit, proceeding or claim or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of its subsidiaryControlled Entity’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (vi) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (vii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any Controlled Entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property 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 (bviii) there none of the Intellectual Property used by the Company or the Controlled Entities in their businesses has been obtained or is no pending action, suit, proceeding being used by the Company or claim or, to the Controlled Entities in violation of any contractual obligation binding on the Company’s knowledge, threatened actionany of the Controlled Entities in violation of the rights of any persons, suitexcept in each case covered by clauses (i) through (vii) above such as would not, proceeding or claim, by others, that if determined adversely to the Company or any of its subsidiaries infringesthe Controlled Entities, misappropriates individually or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statementaggregate, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in parta Material Adverse Effect.

Title to Intellectual Property. Except as described in To the Registration Statement, Pricing Disclosure Package and knowledge of the ProspectusCompany, the Company and its subsidiaries own owns, possesses, or have has a valid and enforceable rights license to use the all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain namestrademark registrations, all goodwill associated with the foregoingservice xxxx registrations, copyrights, licenses, inventions, trade secrets, software, technology, licenses and know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses in all material respectsthe Company’s business as currently conducted and as proposed to be conducted according to the Prospectus Supplement (collectively, as now conducted“Intellectual Property”), and, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries Company’s business does not infringe, misappropriate or otherwise violate and will not conflict in any Intellectual Property material respect with any such rights of any third partyothers. Except as described disclosed in the Registration StatementProspectus Supplement (“Disclosure Documents”), Pricing Disclosure Package (i) the Company has not received any written notice of any claim of misappropriation or conflict with any intellectual property rights of others in connection with Company’s patents, patent applications, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result in a Material Adverse Effect, and the ProspectusCompany is unaware of any facts which would form a reasonable basis for any such claim, (aii) to the Company’s knowledge there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property as licensed to the Company; (iii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property; (iv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, : (A) challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validity, by othersenforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes, misappropriates misappropriates, or otherwise violates violates, or would, upon the commercialization of any Intellectual Property product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, and the Company is unaware of any other material fact facts which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (dv) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights complied with the material terms of each agreement pursuant to use the inventions covered thereby which Intellectual Property has not been disclosed licensed to the applicable government patent office; (e) Company, and to the Company’s and the Company’s subsidiaries’ license knowledge all such agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (fvi) to the granted Company’s knowledge, there are no material defects in any of the patents or issued patentspatent applications included in the Intellectual Property. In particular, trademarksall priority claims made in any United States patents and pending patent applications of the Intellectual Property are valid, and copyrights owned all claims in such patents and pending patent applications are entitled to the priority claims made. No granted United States patents or pending patent applications of the Intellectual Property violate the Paris Convention Treaty. All United States patents and pending patent applications of the Intellectual Property claim priority to all applicable prior filed and/or co-pending patent applications. The product candidates described in the Disclosure Documents as under development by the Company and its subsidiaries have been duly maintained and are in full force and in effectfall within the scope of the claims of one or more patents or patent applications owned by, and none of such patentsor exclusively licensed to, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partthe Company.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package The Partnership Entities own and the Prospectus, the Company and its subsidiaries own possess or have valid and enforceable rights licenses to use the use, all patents, patent rights, patent applications, trademarks licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain service names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technologyinternet addresses, know-how domain names and other intellectual property (collectively, the “Intellectual Property”) that is described in the Registration Statement, any Permitted Free Writing Prospectus or the Prospectus or that is necessary for the conduct of their respective businesses in all material respectsas currently conducted, as now conducted, and, proposed to the knowledge of the Company, the conduct of the respective businesses of the Company be conducted and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package any Permitted Free Writing Prospectus and the Prospectus; 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, (a) 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 the owners of the Intellectual Property which the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus disclose is licensed to the Partnership Entities; there is no pending action, suit, proceeding or claim or, to the Company’s knowledgeknowledge of the Partnership, threatened action, suit, proceeding or claimclaim that is material to the Partnership Entities taken as a whole, by others, others challenging the Company’s or any of its subsidiary’s Partnership Entities’ rights in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim 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, or asserting that any of the Partnership Entities infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, any Permitted Free Writing Prospectus or the Prospectus, infringe or violate, any Intellectual Property owned by the Company or any of its subsidiariesothers, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company Partnership is unaware of any such claim, and, in either case, the Company is unaware of any material fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (d) there is no prior art the Partnership Entities have complied with the terms of each agreement pursuant to which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company Intellectual Property has rights to use the inventions covered thereby which has not been disclosed licensed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license Partnership Entities, all such agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the Company right to terminate any such agreement; and there is not in material breach no patent or default thereof, and to patent application that contains claims that interfere with the knowledge issued or pending claims of any such Intellectual Property of the CompanyPartnership Entities or that challenges the validity, other parties to those agreements are not in material breach enforceability or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none scope of any such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partIntellectual Property.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, to the Company and knowledge of the Company, the Company, its subsidiaries and the Acquired Companies own or have valid and enforceable possess adequate rights to use the all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain namestrademark registrations, all goodwill associated with the foregoingservice xxxx registrations, copyrights, licenses, inventions, trade secrets, software, technology, copyrights and know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary and confidential information, systems or procedures) (collectively, the “Intellectual Property”) used by the Company, its subsidiaries or the Acquired Companies in, and necessary for the conduct of of, their respective businesses as currently conducted and as proposed to be conducted in all material respectsthe Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to so own or have the right to use such Intellectual Property would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as now conductedset forth in the Registration Statement, andthe Pricing Disclosure Package and the Prospectus, there is no infringement by third parties of the Company’s, its subsidiaries’ or, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Acquired Companies’ Intellectual Property of any third party. Except as described in the Registration Statementand there are no legal or governmental actions, Pricing Disclosure Package and the Prospectussuits, (a) there is no proceedings or claims pending action, suit, proceeding or claim or, to the knowledge of the Company’s knowledge, threatened actionthreatened, suitagainst the Company, proceeding any of its subsidiaries or claim, by others, any of the Acquired Companies (i) challenging the Company’s or ’s, any of its subsidiary’s subsidiaries’ or, to the knowledge of the Company, any of the Acquired Companies’ rights in or to any such Intellectual Property, (ii) challenging the validity or scope of any Intellectual Property owned by the Company, any of its subsidiaries or, to the knowledge of the Company, the Acquired Companies, or (iii) alleging that the operation of the Company’s, its subsidiaries’ or, to the knowledge of the Company, any of the Acquired Companies’ respective businesses as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of a third party, which infringement, invalidity, inadequacy or violation would reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, and the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own own, possess, are licensed to use or have valid and enforceable other sufficient legal rights to use the all patents, patent applications, trademarks trade and service marks, trademark trade and service xxxx registrations and applicationsregistrations, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as presently conducted and as described in all the Registration Statement, the Time of Sale Information and the Prospectus. Except as as disclosed in the in the Registration Statement, the Time of Sale Information and the Prospectus, (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its subsidiaries; (ii) to the knowledge of the Company, there is no material respects, as now conducted, andinfringement by third parties of any such Intellectual Property owned by the Company and its subsidiaries; (iii) there is no pending or, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending threatened action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, others challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (biv) there is no pending action, suit, proceeding or claim or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (v) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others, others that the Company or any of its subsidiaries infringes, misappropriates infringes or otherwise violates any Intellectual Property or other proprietary rights of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own own, possess, license or have valid and enforceable other rights to use the all patents, patent applications, trademarks trade and service marks, trademark trade and service xxxx registrations and applicationsregistrations, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses in all material respects, as now conducted, and, to the knowledge conducted or as proposed in each of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted except where the failure to own or possess or otherwise be able to acquire such Intellectual Property would not, singly or in the aggregate, result in a Material Adverse Effect. Except as set forth in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ai) to the knowledge of the Company, there is no material infringement by third parties of any such Intellectual Property; (ii) to the knowledge of the Company, there is no pending or threatened action, suit, proceeding or claim or, by others challenging the rights of the Company or any of its subsidiaries in or to any such Intellectual Property; (iii) to the knowledge of the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s validity or any scope of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (biv) to the knowledge of the Company, there is no pending or threatened action, suit, proceeding or claim orby others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others; (v) to the knowledge of the Company’s knowledge, threatened actionthere is no U.S. patent or published U.S. patent application which contains claims that dominate or may dominate any Intellectual Property described in each of the Registration Statement, suit, proceeding the Pricing Disclosure Package and the Prospectus as being owned by or claim, by others, that licensed to the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and that interferes with the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no issued or pending action, suit, proceeding claims or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claimProperty; and (dvi) there is no prior art of which the Company is aware that would reasonably be expected to may render invalid any U.S. patent owned held by the Company or any of its subsidiaries invalid or that any U.S. patent application held by the Company has rights to use the inventions covered thereby or any of its subsidiaries unpatentable which has not been disclosed to the applicable government patent office; U.S. Patent and Trademark Office, except for the foregoing items set forth in clauses (ei) the Company’s and the Company’s subsidiaries’ license agreements mentioned through (vi) of this subparagraph, which would not, individually or in the Registration Statementaggregate, Pricing Disclosure Package and the Prospectus are result in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in parta Material Adverse Effect.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own owns or have valid and enforceable possesses adequate rights to use the all patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain namestrademark registrations, all goodwill associated with the foregoingservice xxxx registrations, copyrights, licenses, inventions, trade secrets, software, technology, know-how and all other intellectual property rights (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) ), used in or necessary for the conduct of their respective businesses the Company’s business as now, or as contemplated to be, conducted. Except as set forth in all material respectsthe SEC Documents, as now conducted, and, (i) there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements; (ii) to the knowledge Company’s knowledge, there is no infringement by third parties of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property to which the Company can assert a claim of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, infringement; (aiii) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s ownership of or any of its subsidiary’s licensing rights in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (biv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claimclaim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution disclosed in the SEC Documents; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others, others that the Company or any of its subsidiaries infringes, misappropriates infringes or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (cvi) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company has not been and will not be required to utilize any inventions, trade secrets or proprietary information of any of its subsidiaries, and with respect employees made prior to any such Intellectual Property that their employment by the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claimCompany; (dvii) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights taken all steps required to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s perfect its ownership of and the Company’s subsidiaries’ license agreements mentioned interest in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereofits Intellectual Property; and (fviii) the granted or issued patentsCompany has taken reasonable security measures to protect the secrecy, trademarks, confidentiality and copyrights owned by the Company and value of all of its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partIntellectual Property.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own or have valid valid, binding and enforceable licenses or other rights to use under the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, copyrights, know how (including trade secretssecrets and other unpatented and/or unpatentable proprietary or confidential information, softwaresystems or procedures), technologytrademarks, know-how and service marks, trade names or other intellectual property described in the Registration Statement, the General Disclosure Package and the Final Prospectus, or any other such intellectual property which, to the knowledge of the Company, is necessary for, or used in the conduct, or the proposed conduct, of the business of the Company and its subsidiaries in the manner described in the Registration Statement, the General Disclosure Package and the Final Prospectus (collectively, the “Intellectual Property”); the patents, trademarks, and copyrights, if any, included within the Intellectual Property are valid, enforceable, and subsisting; other than as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, (A) necessary for the conduct Company is not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual Property, (B) the Company has not received any notice of their respective businesses any claim of infringement, misappropriation or conflict with any asserted rights of others with respect to any of the Company’s devices, processes or Intellectual Property, (C) to the knowledge of the Company, neither the sale nor use of any of the discoveries, inventions, devices or processes of the Company referred to in all material respectsthe Registration Statement, as now conductedthe General Disclosure Package or the Final Prospectus do or will, infringe, misappropriate or violate any right or valid patent claim of any third party, and (D) to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property that is owned by the Company, other than any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark Office (the “USPTO”) and any co-owner of any patent application constituting Intellectual Property who is named in such patent application, and, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate no third party has any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, challenging the Company’s or any of its subsidiary’s rights ownership right in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property in any field of others, and the Company use that is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, exclusively licensed to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties than any licensor to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partIntellectual Property.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own or have valid and enforceable possess, or can acquire on commercially reasonable terms, adequate rights to use the all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain namestrademark registrations, all goodwill associated with the foregoingservice xxxx registrations, copyrights, licenses, inventions, trade secrets, software, technology, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other technology and intellectual property (collectivelyrights, including the “Intellectual Property”) right to xxx for past, present and future infringement, misappropriation or dilution of any of the same used by them or necessary for the conduct of their respective businesses as currently conducted (the “Company Intellectual Property”) and as proposed in all material respectsthe Registration Statement, as now the Pricing Disclosure Package and the Prospectus to be conducted, and, to the knowledge of the Company, and the conduct of the their respective businesses will not conflict in any material respect with any such rights of the others. The Company and its subsidiaries does have not infringereceived any notice of any claim of infringement, misappropriate misappropriation or otherwise violate conflict with any such rights of others in connection with its Company Intellectual Property of any third partythat could reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ai) to the Company’s knowledge, there are no third parties who have or will be able to establish ownership rights or rights to use any Company Intellectual Property, except for (A) the retained rights of the owners of Company Intellectual Property which is licensed to the Company or its subsidiaries and (B) the rights of customers to use Company Intellectual Property in the ordinary course, consistent with past practice, (ii) there is no pending pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights or any of its subsidiaries’ rights in or to any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s validity, enforceability or scope of any of its subsidiary’s rights in or to any such Company Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (biv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others that the Company or any of its subsidiaries infringes, infringes or misappropriates any intellectual property or otherwise violates any Intellectual Property other proprietary rights of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (cv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding there is no patent or claim, by others challenging patent application that contains claims that interfere with the validity, enforceability issued or scope pending claims of any Company Intellectual Property; and (vi) to the Company’s knowledge, no Company Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the rights of any persons, except, in the case of each of (i) through (vi) above, where the outcome of which would not be expected to be material in light of all relevant facts and circumstances to the Company and its subsidiaries, taken as a whole. The Company and its subsidiaries have taken reasonable steps necessary to secure interests in the Company Intellectual Property developed by their employees, consultants, agents and contractors in the course of their service to the Company. There are no outstanding options, licenses or binding agreements of any kind relating to the Company Intellectual Property owned by the Company or any of its subsidiaries that are required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described in all material respects. The Company and its subsidiaries are not a party to or bound by any options, licenses or binding agreements with respect to the intellectual property of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described in all material respects. No government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries, and with respect no governmental agency or body, university, college, other educational institution or research center has any claim or right in or to any such Company Intellectual Property that the Company is owned or any of its subsidiaries has a right purported to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries. The Company and its subsidiaries have used all software and other materials distributed under a “free,” “open source,” or that similar licensing model (including but not limited to the GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Materials”) in compliance with all license terms applicable to such Open Source Materials, except where the failure to comply would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. Neither the Company nor any of its subsidiaries has rights to use the inventions covered thereby which used or distributed any Open Source Materials in a manner that requires or has not been disclosed to the applicable government patent office; required (ei) the Company’s and Company or any of its subsidiaries to permit reverse engineering of any products or services of the Company’s Company or any of its subsidiaries’ license agreements mentioned , or any software code or other technology owned by the Company or any of its subsidiaries; or (ii) any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries, to be (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributed at no charge, except, in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge case of the Company, other parties to those agreements are not in material breach or default thereof; each of (i) and (fii) the granted or issued patentsabove, trademarks, and copyrights owned by such as would not reasonably be expected to be material to the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in parttaken as a whole.

Title to Intellectual Property. Except The Company owns, possesses, or can acquire on reasonable terms, all Intellectual Property necessary for the conduct of the Company’s business as now conducted or as described in the Registration Statement, Pricing Disclosure Package Statement and the ProspectusProspectus to be conducted, except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, (A) to the Company and its subsidiaries own knowledge of the Company, there is no infringement, misappropriation or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “violation by third parties of any such Intellectual Property”, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (B) necessary for the conduct of their respective businesses in all material respects, as now conducted, andthere is no pending or, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringethreatened, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, for which the Company has been served or notified, challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others, for which the Company has been served or notified, challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) there is no pending or threatened action, suit, proceeding or claim by others, for which the Company has been served or notified, that the Company infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (bE) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened actionno employee of the Company is in or has ever been in violation of any term of any employment contract, suitpatent disclosure agreement, proceeding invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or claim, by others, that 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 infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned actions undertaken by the Company or any of its subsidiaries, and employee while employed with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are except as such violation would not result in material breach or default thereof; and (f) the granted or issued a Material Adverse Effect. “Intellectual Property” shall mean all patents, trademarkspatent applications, trade and copyrights owned by the Company service marks, trade and its subsidiaries have been duly maintained service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partother intellectual property.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own own, or have obtained valid and enforceable licenses for, or other rights to use use, the patentsinventions, patent applications, patents, trademarks (both registered and service marks, trademark and service xxxx registrations and applicationsunregistered), trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how secrets and other intellectual property proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them, used in, or necessary for the conduct of of, their respective businesses as described in all material respectsthe Registration Statement, the Pricing Disclosure Package and the Prospectus, except as now conducted, and, would not reasonably be expected to have a Material Adverse Effect; and (i) to the knowledge Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property that would have a Material Adverse Effect; (ii) to the Company’s knowledge, the conduct of the respective businesses of there is no pending or threatened action, suit, proceeding or claim by others that the Company and or its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any third party. Except as described facts which would form a reasonable basis for a successful claim of such infringement, misappropriation or violation, in the Registration Statement, Pricing Disclosure Package and the Prospectus, each case that would have a Material Adverse Effect; (aiii) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s rights of the Company or any of its subsidiary’s rights subsidiaries in or to any such Intellectual Property, and the Company is unaware of any material fact facts which it believes would form a reasonable basis for any a successful challenge to the rights in such claimIntellectual Property, in each case that would have a Material Adverse Effect; (biv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, that others challenging the Company validity or scope of any of its subsidiaries infringes, misappropriates or otherwise violates any such Intellectual Property of othersProperty, and the Company is unaware of any other material fact facts which it believes would form a reasonable basis for any a successful challenge to the validity, enforceability or scope of such claimIntellectual Property, in each case that would have a Material Adverse Effect; (cv) there none of the technology employed by the Company has been obtained or is no pending action, suit, proceeding or claim being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened actionupon any of its officers, suitdirectors or employees or otherwise in violation of the rights of any persons; (vi) to the Company’s knowledge, proceeding there are no third parties who have or claim, by others challenging the validity, enforceability or scope of will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as owned or exclusively licensed by the Company or its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any of its subsidiariesthird parties ; (vii) the Company is not a party to or bound by any options, and licenses or other agreements, with respect to the Company’s or a third party’s Intellectual Property, that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and that are not described in all material respects therein; (viii) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any such of the Intellectual Property that would a Material Adverse Effect on the Company or any of its subsidiaries has a right Company; and (ix) to usethe Company’s knowledge, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected material to render invalid any patent or patent application owned or exclusively licensed by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s U.S. Patent and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries Trademark Office that would have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in parta Material Adverse Effect.

Title to Intellectual Property. Except The Company and its subsidiaries each own or possess the right to use all material patents, patent rights, trademarks, trade names, service marks and service names (including all goodwill associated with use of the same), copyrights, license rights, inventions, know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other technology and intellectual property rights, including the right to xxx for past, present and future infringement, misappropriation or dilution of any of the same (“Intellectual Property”) used by them in the conduct of their business as described conducted and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Prospectus (“Company and its subsidiaries own or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses in all material respects, as now conducted, and, and to the knowledge of the Company, the conduct of the their respective businesses will not conflict in any material respect with any such rights of the others. The Company and its subsidiaries does have not infringereceived any notice of any claim of infringement, misappropriate misappropriation or otherwise violate conflict with any such rights of others in connection with its Company Intellectual Property of any third partythat would reasonably be expected to have a Material Adverse Effect. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ai) to the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property, except for the retained rights of the owners of Company Intellectual Property which is licensed to the Company or its subsidiaries; (ii) there is no pending pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights or any of its subsidiaries’ rights in or to any Company Intellectual Property that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its subsidiaries is aware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s validity, enforceability or scope of any Company Intellectual Property that, if determined adversely to the Company or any of its subsidiary’s rights in or subsidiaries, would reasonably be expected to any such Intellectual Propertyhave a Material Adverse Effect, and neither the Company nor any of its subsidiaries is unaware aware of any material fact facts which would could form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others that the Company or any of its subsidiaries infringes, infringes or misappropriates or otherwise violates any Intellectual Property or other proprietary rights of othersothers that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its subsidiaries is unaware aware of any other material fact facts which would could form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (v) to the Company’s knowledge, by others challenging there is no patent or patent application that contains claims that interfere with the validity, enforceability issued or scope pending claims of any Company Intellectual Property; and (vi) to the Company’s knowledge, no Company Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the rights of any persons. The Company and its subsidiaries have taken all reasonable steps necessary to secure interests in the Company Intellectual Property from their employees, consultants, agents and contractors. There are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property owned by the Company or any of its subsidiaries that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described in all material respects. The Company and its subsidiaries are not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and are not described in all material respects. No government funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of any Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries, and with respect no governmental agency or body, university, college, other educational institution or research center has any claim or right in or to any such Company Intellectual Property that the Company is owned or any of its subsidiaries has a right purported to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries. The Company and its subsidiaries use all software and other materials distributed under a “free,” “open source,” or that similar licensing model (including but not limited to the GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Materials”) in material compliance with all license terms applicable to such Open Source Materials. Neither the Company nor any of its subsidiaries has rights to use the inventions covered thereby which used or distributed any Open Source Materials in a manner that requires or has not been disclosed to the applicable government patent office; required (ei) the Company’s and Company or any of its subsidiaries to permit reverse engineering of any products or services of the Company’s Company or any of its subsidiaries’ license agreements mentioned , or any software code or other technology owned by the Company or any of its subsidiaries; or (ii) any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries, to be (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributed at no charge, except, in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge case of the Company, other parties to those agreements are not in material breach or default thereof; each of (i) and (fii) the granted or issued patentsabove, trademarks, and copyrights owned by such as would not reasonably be expected to be material to the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in parttaken as a whole.

Title to Intellectual Property. Except as described set forth in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own or have owns, has valid and enforceable licenses for or otherwise has adequate rights to use the patentstechnology (including but not limited to patented, patent applicationspatentable and unpatented inventions and unpatentable proprietary or confidential information, trademarks and service markssystems or procedures), trademark and service xxxx registrations and applicationsdesigns, trade namesprocesses, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventionstrademarks, trade secrets, softwareknow how, technology, know-how copyrights and other intellectual property works of authorship, computer programs and technical data and information (collectively, the “Intellectual Property”) necessary that are material for the conduct of their respective businesses in all material respects, its business as now conducted, and, currently conducted or as currently proposed to be conducted (including upon the knowledge commercialization of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate products or otherwise violate any Intellectual Property of any third party. Except as services described in the Registration Statement, Pricing the General Disclosure Package or the Prospectus as under development). Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (ai) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property owned by, or licensed to, the Company, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company; (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property owned by, or licensed to, the Company; (iii) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual PropertyProperty owned by, or licensed to, the Company, and the Company is unaware of any material fact facts which would could form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claimclaim by others challenging the validity, by others, that the Company enforceability or any scope of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of othersowned by, or licensed to, the Company, and the Company is unaware of any other material fact facts which would could form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others challenging that (nor has the Company received any claim from a third party 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 as under development, infringe or violate, any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of others, and, without having conducted any due inquiry (other than inquiry by the Company of its officers and outside patent counsel for the Company responsible for the Company’s patent matters), the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company has complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements with respect to any in-licensed Intellectual Property are in full force and effect; (vii) to the Company’s knowledge, without having conducted any due inquiry (other than inquiry by the Company of its officers), there is no third party patent or patent application that contains claims that interfere with the issued or pending claims of any of the patents (A) owned by the Company or (B) licensed by the Company from any other third party ((A) and (B), collectively, the “Company Patents”) or that challenges the validity, enforceability or scope of any Intellectual Property owned by of the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claimPatents; (dviii) to the Company’s knowledge there is no prior art of which that may render any patent application within the Company is aware Patents unpatentable that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent officeU.S. Patent and Trademark Office; and (eix) the Company’s and the Company’s subsidiaries’ license agreements mentioned product candidates described in the Registration Statement, Pricing the General Disclosure Package or the Prospectus as under development by the Company fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company. Except as set forth in the General Disclosure Package and the Prospectus are in full force and effectProspectus, and the Company is not in obligated or under any liability whatsoever to make any material breach payment by way of royalties, fees or default thereofotherwise to any owner or licensee of, and to the knowledge of or other claimant to, any Intellectual Property owned by, or licensed to, the Company, other parties with respect to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole use thereof or in partconnection with the conduct of its business or otherwise.

Title to Intellectual Property. Except as described disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (i) Company and its subsidiaries Controlled Entities own or have valid and enforceable possess adequate rights to use the all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, trademark registrations, service xxxx registrations, domain namesnames and other source indicators, all goodwill associated with the foregoing, copyrights, licensescopyrights and copyrightable works, inventions, know-how, trade secrets, softwaresystems, technology, know-how procedures and other intellectual property proprietary or confidential information (collectively, the “Intellectual Property”) necessary for used in the conduct of their respective businesses in all material respects, as now presently conducted, and, or as proposed to the knowledge be conducted in each of the CompanyRegistration Statement, the conduct of Pricing Disclosure Package and the respective businesses of Prospectus; (ii) the Company and its subsidiaries Controlled Entities’ conduct of their respective businesses does not not, to the Company’s knowledge, infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in person; (iii) the Registration StatementCompany and its Controlled Entities have not received any written notice of any claim relating to Intellectual Property; (iv) to the Company’s knowledge, Pricing Disclosure Package the Intellectual Property of the Company and the Prospectusits Controlled Entities is not being infringed, misappropriated or otherwise violated by any person; (av) there is no pending action, suit, proceeding or claim or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of its subsidiaryControlled Entity’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (vi) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (vii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any Controlled Entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property 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 (bviii) there none of the Intellectual Property used by the Company or the Controlled Entities in their businesses has been obtained or is no pending action, suit, proceeding being used by the Company or claim or, to the Controlled Entities in violation of any contractual obligation binding on the Company’s knowledge, threatened actionany of the Controlled Entities in violation of the rights of any persons, suitexcept in each case covered by clauses (i) through (vii) above such as would not, proceeding or claim, by others, that if determined adversely to the Company or any of its subsidiaries infringesthe Controlled Entities, misappropriates individually or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statementaggregate, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in parta Material Adverse Effect.

Title to Intellectual Property. Except as described disclosed in the Registration Statement, Pricing Disclosure Package Time of Sale Information and the Prospectus, : (i) the Company and its subsidiaries own or have valid and enforceable possess adequate rights to use the all material uniform resource locators (URLs), patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain namestrademark registrations, all goodwill associated with the foregoingservice xxxx registrations, copyrights, licenses, inventions, trade secrets, software, technology, inventions and know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary material for the conduct of their respective businesses in all material respectsas they are currently conducted (collectively, as now conducted, and“Intellectual Property”); (ii) there are no third parties who have established or, to the knowledge Company’s knowledge, will be able to establish rights to any Intellectual Property, except for, and to the extent of, the ownership rights of the Companyowners of the Intellectual Property which the Registration Statement (excluding the exhibits thereto), the conduct Preliminary Prospectus and the Prospectus disclose is licensed to the Company; (iii) to the Company’s knowledge, there is no infringement by third parties of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, Property; (aiv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of its subsidiary’s subsidiaries’ rights in or to any such Intellectual Property, and the Company or any of its subsidiaries is unaware of any material fact facts which would could form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claimclaim by others challenging the validity, by othersenforceability or scope of any Intellectual Property, that and the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact facts which would could form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim claim; (vi) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others challenging that the validityCompany or any of its subsidiaries infringes or otherwise violates any patent, enforceability trademark, tradename, service xxxx, copyright, trade secret or scope other proprietary rights of others, and the Company or any of its subsidiaries is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vii) the Company and its subsidiaries have complied in all material respects with the terms of any agreement pursuant to which Intellectual Property owned by has been licensed to the Company or any of its subsidiaries, and with respect to any all such Intellectual Property agreements that are material for the Company or any conduct of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus their respective businesses as they are currently conducted are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (fviii) there is no patent or patent application that contains claims that interfere with the granted issued or issued patentspending claims of any of the Intellectual Property or that challenges the validity, trademarks, and copyrights owned by enforceability or scope of any of the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partIntellectual Property.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own or have possess valid and enforceable license rights to use the under all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, trade dress, Internet domain names, all goodwill associated with the foregoingcopyrights, copyrightsworks of authorship, licenses, inventions, trade secrets, software, technology, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), or other intellectual property (collectively, the “Intellectual Property”) which are reasonably necessary for the conduct of their respective businesses in all material respectsthe manner described in the Registration Statement, as now conductedthe Pricing Disclosure Package and the Prospectus (collectively, “Intellectual Property”), and, to the knowledge of the Company’s knowledge, the conduct of the their respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any valid intellectual property rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and to the Company’s knowledge, the Company is unaware of any third partyfacts which would form a reasonable basis for any such adjudication. Except as The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or violation of any valid intellectual property rights of another, and the Company is unaware of any facts which would form a reasonable basis for a notice of any claim of infringement, misappropriation or violation of any valid intellectual property rights of another. To the Company’s knowledge: (i) other than those described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no third parties who have 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 Pricing Disclosure Package and the Prospectus (a“Disclosure Documents”) as owned by or licensed to the Company or its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, : (A) challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validity, by othersenforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringesinfringe, misappropriates misappropriate, or otherwise violates violate, or would, upon the commercialization of any Intellectual Property product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any valid intellectual property rights of others, and the Company is unaware of any other material fact facts which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim orclaim. To the Company’s knowledge, there are no material defects in any of the material patents or patent applications included in the Intellectual Property. To the Company’s knowledge, the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure or confidentiality agreements, invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, threatened action, suit, proceeding no employee of the Company is in or claim, by others challenging the validity, enforceability or scope has been in violation of any material term of any of such agreements, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the material United States patents and patent applications included in the Intellectual Property have been complied in all respects with; and in all foreign patent offices having similar requirements, all such requirements have been complied with in all respects. To the Company’s knowledge, none of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company been obtained or is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned being used by the Company or its subsidiary in violation of any of material contractual obligation binding on the Company or its subsidiaries or that any of their respective officers, directors or employees or otherwise in violation of the valid rights of any persons. To the Company’s knowledge, all material license agreements for the use of the Intellectual Property Rights described in the Disclosure Documents are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. To the Company’s knowledge, the Company has rights to use the inventions covered thereby which complied in all material respects with, and is not in breach nor has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effectreceived any asserted or threatened claim of breach of any material Intellectual Property license, and the Company is not in material has no knowledge of any breach or default thereof, and anticipated breach by any other person to the knowledge of the Company, other parties to those agreements are not in any material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partIntellectual Property license.

Title to Intellectual Property. Except as described otherwise disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own owns, possesses or have valid and enforceable can acquire on reasonable terms sufficient rights to use the patentsall trademarks, patent applications, trademarks service marks and service marks, trademark trade names (both registered and service xxxx registrations and applications, trade namesunregistered), domain names, all goodwill associated with the foregoingcopyrights (both registered and unregistered), copyrights, licensespatents (both issued and pending), inventions, know how (including trade secrets, software, technology, know-how secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and software (collectively, the “"Intellectual Property”") necessary for as are used as a material part of its businesses as currently conducted and as currently proposed to be conducted. Except as otherwise disclosed in the conduct Disclosure Package and the Prospectus (i) there are no third parties who, to the Company's knowledge, will be able to establish ownership rights to any Intellectual Property owned by the Company; (ii) to the knowledge of their respective businesses in all the Company, there is no material respectsinfringement, as now conducted, andmisappropriation or violation by third parties of any Intellectual Property owned by the Company; (iii) there is no pending or, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending threatened action, suit, proceeding or claim or, to by third parties against the Company’s knowledge, threatened action, suit, proceeding or claim, by others, Company challenging the Company’s or any of its subsidiary’s 's rights in or to any such Intellectual Property, and the Company is unaware of any material fact which would facts that form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim claim; (iv) the Intellectual Property owned by the Company has not been adjudged invalid or unenforceable by a court of competent jurisdiction or applicable government agency, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others third parties challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiariesCompany, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would facts that form a reasonable basis for any such action, suit, proceeding or claim; (dv) there is no prior art pending or, to the knowledge of which the Company, threatened action, suit, proceeding or claim by third parties against the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statementinfringes, Pricing Disclosure Package and the Prospectus are in full force and effectmisappropriates or otherwise violates any Intellectual Property owned by third parties, and the Company is unaware of facts that form a reasonable basis for any such action, suit, proceeding or claim; (vi) to the knowledge of the Company, no employee of the Company is the subject of any claim or proceeding involving a violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition agreement, nonsolicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee's employment with the Company or actions undertaken by the employee while employed with the Company; (vii) the Company has not in material breach or default thereofbeen notified of any inventorship challenges, and to the knowledge of the Company, other parties an interference has not been declared or provoked with respect to those agreements are not in material breach the issued or default thereofpending claims of any of the patents or patent applications within the Intellectual Property owned by the Company; and (fviii) to the granted knowledge of the Company, there is no prior art or issued patents, trademarks, and copyrights other material fact that would render unpatentable any patent application within the Intellectual Property owned by the Company that has not been disclosed to the U.S. Patent and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partTrademark Office.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing the General Disclosure Package and the Prospectus, and as would not, individually or in the aggregate, result in a Material Adverse Effect, the Company and its subsidiaries Subsidiaries own or have valid and enforceable possess adequate rights or can acquire on reasonable terms sufficient licensed rights to use the patentsall inventions, patent applications, trademarks and service markspatents, trademark and service xxxx registrations and applicationstrademarks, trade names, service names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) as are (i) necessary or material for the conduct of their respective businesses in all material respects, as now conducted, and, currently conducted or as currently proposed to the knowledge of the Company, the conduct of the respective businesses of the Company be conducted and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing the General Disclosure Package and the ProspectusProspectus and (ii) necessary or material for the commercialization of the products described in the Registration Statement, (a) there the General Disclosure Package and the Prospectus as being under development. There is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened (i) action, suit, proceeding proceeding, or claim, claim by others, others challenging the Company’s rights of the Company or any of its subsidiary’s rights Subsidiaries in or to any such Intellectual PropertyProperty that, if decided adversely to the Company or such Subsidiary would, individually or in the aggregate, have a Material Adverse Effect, and the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (bii) there is no pending action, suit, proceeding proceeding, or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, others that the Company or any of its subsidiaries Subsidiaries infringes, misappropriates misappropriates, or otherwise violates any Intellectual Property of othersothers that, if decided adversely to the Company or such Subsidiary would, individually or in the aggregate, have a Material Adverse Effect, and the Company is unaware of any other material fact facts which would form a reasonable basis for any such claim; or (ciii) there is no pending action, suit, proceeding proceeding, or claim 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 owned or licensed by the Company or any of its subsidiaries, Subsidiaries and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (d) there . To the Company’s knowledge, the operation of the business of the Company and its Subsidiaries as now conducted, and as described in the Registration Statement, the General Disclosure Package and the Prospectus, and in connection with the development and commercialization of the products described in the Registration Statement, the General Disclosure Package and the Prospectus does not infringe, misappropriate, conflict with or otherwise violate any claim of any patent or published patent application of any other person or entity. There is no prior art of which the Company or any of its Subsidiaries is aware that would reasonably be expected to may render invalid any patent owned or licensed by the Company or any of its subsidiaries or that Subsidiaries, and material to the Company has rights to use or its Subsidiaries operations, invalid or any patent application owned or licensed by the inventions covered thereby Company or its Subsidiaries unpatentable which has not been disclosed to the applicable government patent office; (e) the . The Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, registered trademarks and registered copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such the patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part. The Company knows of no infringement, misappropriation or violation by others of any Intellectual Property owned or licensed by the Company or its Subsidiaries which would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property 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 that are not described therein in all material respects. The Company and its Subsidiaries have taken all reasonable steps necessary to secure their interests in the Intellectual Property of the Company and its Subsidiaries from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the technology or intellectual property used by the Company and its Subsidiaries in its business has been obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company or its Subsidiaries, or, to the Company’s knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any persons. No third party has been granted by the Company or its Subsidiaries rights to the Intellectual Property of the Company or its Subsidiaries, including any rights that, if exercised, could enable such party to develop products competitive to those of the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus. All Intellectual Property owned or exclusively licensed by the Company or its Subsidiaries are free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except those that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its Subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property.

Title to Intellectual Property. Except as described disclosed in the Registration Statement, Pricing Disclosure Package Statement and the Prospectus, each of the Company and its subsidiaries own owns, is licensed or have valid and enforceable otherwise has adequate rights to use the patentsCompany technology (including, patent applicationswithout limitation, trademarks patented, patentable and service marksunpatented inventions and unpatentable proprietary or confidential information, trademark and service xxxx registrations and applicationssystems or procedures), trade namesdesigns, domain namesprocesses, all goodwill associated with the foregoing, copyrights, licenses, inventionstrademarks, trade secrets, softwareknow how, technology, know-how copyrights and other intellectual property works of authorship, computer programs and technical data and information (collectively, the “Intellectual Property”) necessary for that are material to its business as currently conducted or as currently proposed to be conducted or to the conduct development, manufacture, operation and sale of their respective businesses any products and services sold or proposed to be sold by any of the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has received any threat of or notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property. Except as disclosed in all material respectsthe Registration Statement and the Prospectus, as now conducted, and(i) there are no third parties who have or, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate will be able to establish rights to any Intellectual Property owned by the Company or its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company; (ii) to the knowledge of the Company, there is no infringement by third parties of any third party. Except as described in Intellectual Property owned by, or licensed to, the Registration Statement, Pricing Disclosure Package and the Prospectus, Company or its subsidiaries; (aiii) there is no pending action, suit, proceeding or claim or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual PropertyProperty owned by, or licensed to, the Company or its subsidiaries, and the Company is unaware of any material fact facts which would could form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim claim; (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of and its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (dv) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statementpending or, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach threatened action, suit, proceeding or default thereof; and claim by others that (fnor has the Company received any claim from a third party that) the granted Company or issued patentsits subsidiaries infringe or otherwise violate any patent, trademarkstrademark, tradename, service name, copyright, trade secret or other proprietary rights of others, and copyrights owned by the Company and its subsidiaries are unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been duly maintained licensed to the Company and its subsidiaries, and all such agreements are in full force and effect; (vii) there is no patent that contains claims that interfere with the issued or pending claims of any of the Intellectual Property owned by the Company or its subsidiaries or that challenges the validity, enforceability or scope of any of the Intellectual Property owned by the Company or its subsidiaries; and (viii) there is no prior art that may render any patent application within the Intellectual Property owned by the Company or its subsidiaries unpatentable that has not been disclosed to the U.S. Patent and Trademark Office. Except as set forth in effectthe Registration Statement and the Prospectus, the Company and none its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of such patentsroyalties, trademarks and copyrights have been adjudged invalid fees or unenforceable in whole otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in partconnection with the conduct of their respective businesses or otherwise.

Title to Intellectual Property. Except as The Company owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement, Pricing Disclosure Package the Time of Sale Information and the Prospectus, the Company and its subsidiaries own Prospectus as either being owned or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) licensed by it or necessary for the conduct of their respective businesses its business (collectively, “Intellectual Property”), except where the failure to own, license or have such rights would not, individually or in all material respectsthe aggregate, as now conducted, and, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third partyhave a Material Adverse Effect. Except as described set forth in the Registration Statement, Pricing Disclosure Package the Time of Sale Information and Prospectus or as would not, individually or in the Prospectusaggregate, have a Material Adverse Effect, (ai) to the Company’s knowledge, there are no third parties who have or will be able to establish ownership rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which is licensed to the Company; (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property; (iii) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would could form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claimclaim by others challenging the validity, by others, that the Company scope or any enforceability of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of othersProperty, and the Company is unaware of any other material fact facts which would could form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company infringes or otherwise violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of its subsidiaries has a right to useothers, and the Company is unaware of any such claim, and, in either case, the Company is unaware of any material 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 Time of Sale Information and the Prospectus; (dvi) 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 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 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 actions undertaken by the employee while employed with the Company; and (viii) to the Company’s knowledge, there is no prior art of which the Company is aware that would reasonably be expected to may render invalid any patent application owned by the Company or any of its subsidiaries or the Intellectual Property unpatentable that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s U.S. Patent and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partTrademark Office.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own or have valid and enforceable possess adequate rights to use the all material patents, patent applications, trademarks and inventions, trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain namestrademark registrations, all goodwill associated with the foregoingservice mxxx registrations and other source indicators, copyrightscopyrights and copyrightable works, licenses, inventions, trade secrets, software, technology, licenses and know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses in all material respects, as now currently conducted and as proposed to be conducted, and, to the knowledge of the Company, the conduct of the their respective businesses of the Company and its subsidiaries has not, does not infringe, misappropriate or otherwise violate and will not conflict in any Intellectual Property material respect with any such rights of any third partyothers. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there There is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim (and the Company and its subsidiaries have not received in the past three (3) years any notice of any claim) of infringement, by othersmisappropriation or conflict with any such rights of others in connection with their Intellectual Property, or challenging the Company’s ownership, validity or any of its subsidiary’s rights scope thereof, which could reasonably be expected to result in or to any such Intellectual Propertya Material Adverse Effect, and the Company is unaware of or any material fact facts which would could form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to . To the Company’s knowledge, threatened actionno third party is infringing, suit, proceeding misappropriating or claim, by others challenging otherwise using its Intellectual Property in conflict with the validity, enforceability Company’s rights therein. To the Company’s knowledge (i) there is no patent or scope patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property Property; and (ii) there is no material prior art that may render any patent application owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware unpatentable that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s U.S. Patent and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Trademark Office. The Company and its subsidiaries have been duly maintained take all reasonable actions to maintain and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partprotect their material Intellectual Property.

Title to Intellectual Property. Except as described disclosed in the Registration Statement, Pricing Disclosure Package and the ProspectusSEC Reports, the Company and its subsidiaries own own, or have possess valid and enforceable licensed rights to use the use, all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, all goodwill associated with the foregoingcopyrights, copyrightsworks of authorship, licenses, inventions, trade secrets, software, technology, proprietary information and know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed in all material respectsthe SEC Reports to be conducted (collectively, as now conducted, and, to the knowledge “Intellectual Property”). The Intellectual Property of the CompanyCompany has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the conduct Company is unaware of the respective businesses of the any facts which would form a reasonable basis for any such adjudication. The Company and its subsidiaries does have not infringe, misappropriate or otherwise violate received any Intellectual Property notice of any third partyclaim of infringement, misappropriation or conflict with any intellectual property rights of another, and the Company is unaware of any facts which would form a reasonable basis for any such notice or claim. Except as described disclosed in the Registration StatementSEC Reports, Pricing Disclosure Package 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 SEC Reports as owned by or licensed to the Company or its subsidiaries; and the Prospectus, (aii) there is no infringement by third parties of any Intellectual Property. Except as disclosed in the SEC Reports, there is no pending action, suit, proceeding or claim or, to the Company’s knowledgeKnowledge, threatened action, suit, proceeding or claim, claim by others, : (A) challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validity, by othersenforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringesinfringe, misappropriates misappropriate, or otherwise violates violate, or would, upon the commercialization of any Intellectual Property product or service described in the SEC Reports as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, and the Company is unaware of any other material fact facts which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging . The Company and its subsidiaries have complied with the validity, enforceability or scope terms of any each agreement in all material respects pursuant to which Intellectual Property owned by has been licensed to the Company or any of its subsidiaries, and with respect to any all such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect. To the Company’s Knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The patents and patent applications included in the Intellectual Property are subsisting and have not lapsed and the Company is patent applications in the Intellectual Property are subsisting and have not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the been abandoned. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including having a policy to execute appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s Knowledge, no employee of the Company is in or has been duly maintained in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the Company’s Knowledge, the duty of candor and are good faith as required by the United States Patent and Trademark Office during the prosecution of the Company-owned United States patents and patent applications included in full force the Intellectual Property have been complied with; and in effectall foreign offices having similar requirements, all such requirements have been complied with for the Company-owned foreign patents and patent applications included in the Intellectual Property. To the Company’s Knowledge, none of such patentsthe Company-owned Intellectual Property employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any material contractual obligation binding on the Company or its subsidiaries or any of their respective officers, trademarks and copyrights have been adjudged invalid directors or unenforceable employees. The product candidates described in whole the SEC Reports as under development by the Company or in partits 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.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, Each of the Company and its subsidiaries own owns, is licensed or have valid and enforceable otherwise has adequate rights to use the patentsCompany technology (including, patent applicationswithout limitation, trademarks patented, patentable and service marksunpatented inventions and unpatentable proprietary or confidential information, trademark and service xxxx registrations and applicationssystems or procedures), trade namesdesigns, domain namesprocesses, all goodwill associated with the foregoing, copyrights, licenses, inventionstrademarks, trade secrets, softwareknow how, technology, know-how copyrights and other intellectual property works of authorship, computer programs and technical data and information (collectively, the “Intellectual Property”) necessary for that are material to its business as currently conducted or as currently proposed to be conducted or to the conduct development, manufacture, operation and sale of their respective businesses any products and services sold or proposed to be sold by the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has received any pending threat of or notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property. Except as disclosed in all material respectsthe Registration Statement and the Prospectus, as now conducted, and(i) there are no third parties who have or, to the knowledge of the Company, will be able to establish rights to any Intellectual Property owned by, or licensed to, the conduct Company or its subsidiaries, except for, and to the extent of, the ownership rights of the respective businesses owners of the Intellectual Property that the Registration Statement and the Prospectus disclose is licensed to the Company; (ii) to the knowledge of the Company and its subsidiaries does not infringesubsidiaries, misappropriate or otherwise violate there is no infringement by third parties of any Intellectual Property of any third party. Except as described in owned by, or licensed to, the Registration Statement, Pricing Disclosure Package and the Prospectus, Company or its subsidiaries; (aiii) there is no pending action, suit, proceeding or claim or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual PropertyProperty owned by, or licensed to, the Company or its subsidiaries, and the Company is unaware of any material fact facts which would could form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim claim; (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by by, or licensed to, the Company or any of and its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would facts that could form a reasonable basis for any such action, suit, proceeding or claim; (dv) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statementpending or, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, threatened action, suit, proceeding or claim by others that (nor has the Company received any claim from a third party that) the Company or its subsidiaries infringe or otherwise violate any patent, trademark, tradename, service name, copyright, trade secret or other parties proprietary rights of others, and the Company and its subsidiaries are unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (vi) to those the knowledge of the Company and its subsidiaries, the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company and its subsidiaries, and all such agreements are not in material breach full force and effect; (vii) to the knowledge of the Company and its subsidiaries there is no patent or default thereofpatent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property owned by the Company or its subsidiaries or that challenges the validity, enforceability or scope of any of the Intellectual Property owned by the Company or its subsidiaries; and (fviii) to the granted or issued patentsknowledge of the Company and its subsidiaries, trademarks, and copyrights there is no prior art that may render any patent application within the Intellectual Property owned by the Company and its subsidiaries have unpatentable that has not been duly maintained disclosed to the U.S. Patent and Trademark Office. Except as set forth in the Registration Statement and the Prospectus, the Company and its subsidiaries are in full force and in effectnot obligated or under any liability whatsoever to make any material payment by way of royalties, and none of such patentsfees or otherwise to any owner or licensee of, trademarks and copyrights have been adjudged invalid or unenforceable in whole other claimant to, any Intellectual Property, with respect to the use thereof or in partconnection with the conduct of their respective businesses or otherwise.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and each of its subsidiaries own owns or have valid and enforceable rights possesses adequate right to use the all patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain namestrademark registrations, all goodwill associated with the foregoingservice xxxx registrations, copyrights, licenses, inventionsformulae, trade secretscustomer lists, software, technology, and know-how and other intellectual property (collectivelyincluding trade secrets and other unpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses in all material respects, as now conducted, and, to the knowledge of the Company, the conduct of the respective businesses of the Company being conducted and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum and have no reason to believe that the conduct of their respective businesses does or will conflict with, (a) and have not received any notice of any claim of conflict with, any such right of others. To the best of the Company’s and the Guarantors’ knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. Neither the Company nor any of its subsidiaries has granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the current products and services of the Company or those products and services described in the Time of Sale Information and the Offering Memorandum. There is no infringement by third parties of any such intellectual property; there is no pending action, suit, proceeding or claim or, to the Company’s and the Guarantors’ knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Propertyintellectual property, and the Company is and the Guarantors are unaware of any material facts which would form a reasonable basis for any such claim; and there is no pending or, to the Company’s and the Guarantors’ knowledge, threatened action, suit, proceeding or claim by others that the Company or any Guarantor infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Guarantors are unaware of any other fact which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part.

Title to Intellectual Property. Except The Company and its subsidiaries each own or possess the right to use all material patents, patent rights, trademarks, trade names, service marks and service names (including all goodwill associated with use of the same), copyrights, license rights, inventions, know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other technology and intellectual property rights, including the right to xxx for past, present and future infringement, misappropriation or dilution of any of the same (“Intellectual Property”) used by them in the conduct of their business as described conducted and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Prospectus (“Company and its subsidiaries own or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for ); provided that the conduct of their respective businesses in all material respects, as now conducted, and, foregoing representation is made only to the Company’s knowledge of the Company, the conduct of the respective businesses of the Company as it concerns third party patent rights and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third partytrademark rights. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ai) to the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property, except for the retained rights of the owners of Company Intellectual Property which is licensed to the Company or its subsidiaries; (ii) there is no pending pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights or any of its subsidiaries’ rights in or to any Company Intellectual Property, and neither the Company nor any of its subsidiaries is aware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s validity, enforceability or scope of any of its subsidiary’s rights in or to any such Company Intellectual Property, and neither the Company nor any of its subsidiaries is unaware aware of any material fact facts which would could form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others that the Company or any of its subsidiaries infringes, infringes or misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of its subsidiaries is unaware aware of any other material fact facts which would could form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (v) to the Company’s knowledge, by others challenging there is no patent or patent application that contains claims that interfere with the validity, enforceability issued or scope pending claims of any Company Intellectual Property; and (vi) to the Company’s knowledge, no Company Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the rights of any persons. The Company and its subsidiaries have taken all reasonable steps necessary to secure interests in the Company Intellectual Property from their employees, consultants, agents and contractors. There are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property owned by the Company or any of its subsidiaries that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described in all material respects. The Company and its subsidiaries are not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and are not described in all material respects. No government funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of any Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries, and with respect no governmental agency or body, university, college, other educational institution or research center has any claim or right in or to any such Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries. The Company and its subsidiaries has have used all software and other materials distributed under a right “free,” “open source,” or similar licensing model (including but not limited to usethe GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Materials”) in compliance with all license terms applicable to such Open Source Materials. Except for the Company is unaware Company’s (i) contribution of the Gosu language under the Apache License (version 2.0) as described at xxxx://xxxx-xxxx.xxx, and (ii) making immaterial bug fixes or other immaterial modifications to Open Source Materials licensed under an existing open source license (in each case without subjecting any such claimother products, andservices, in either casesoftware code, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent or technology owned by the Company or any of its subsidiaries or that to any open source license), neither the Company nor any of its subsidiaries has rights to use the inventions covered thereby which used or distributed any Open Source Materials in a manner that requires or has not been disclosed to the applicable government patent office; required (ei) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and Company or any of its subsidiaries to permit reverse-engineering of any products or services of the Company is not in material breach or default thereofany of its subsidiaries, and to the knowledge of the Company, or any software code or other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights technology owned by the Company and or any of its subsidiaries have been duly maintained and are subsidiaries; or (ii) any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries, to be (A) disclosed or distributed in full force and in effectsource code form, and none (B) licensed for the purpose of such patentsmaking derivative works, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part(C) redistributable at no charge.

Title to Intellectual Property. Except as described (i) The Company and its Subsidiaries own or have a license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Intellectual Property Rights”) used in or reasonably necessary to the Registration Statementconduct of their businesses; (ii) to the Company’s knowledge, Pricing Disclosure Package and the Prospectus, Intellectual Property Rights owned by the Company and its subsidiaries own or have valid Subsidiaries and enforceable rights the Intellectual Property Rights licensed to use the patentsCompany and its Subsidiaries, patent applicationsare valid, trademarks subsisting and service marksenforceable, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses in all material respects, as now conducted, andthere is no pending or, to the knowledge of the Company, the conduct Company or any of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending action, suit, proceeding or claim or, to the Company’s knowledgeSubsidiaries, threatened action, suit, proceeding or claimclaim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole; (iv) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by othersthe Company; (v) to the Company’s knowledge, challenging the Company’s or any of its subsidiary’s rights in Subsidiaries’ products do not infringe or to have not infringed any such Intellectual Property, and the Company is unaware Property Rights of any material fact which would form a reasonable basis for any such claimthird party; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened actionneither the Company nor any of its Subsidiaries misappropriates or otherwise violates, suitor has misappropriated or otherwise violated, proceeding any Intellectual Property Rights of a third party; (vi) all employees or claim, by others, that contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any its Subsidiaries have executed or have an obligation to execute an invention assignment agreement whereby such employees or contractors presently assign all of its subsidiaries infringestheir right, misappropriates or otherwise violates any title and interest in and to such Intellectual Property of othersRights to the Company or the applicable subsidiary, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding knowledge no such agreement has been breached or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereofviolated; and (fvii) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effectSubsidiaries use, and none of such patentshave used, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partcommercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Title to Intellectual Property. Except as The Company owns or has valid, binding and enforceable licenses or other rights under the patents, patent applications, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property described in the Registration Statement, Pricing the General Disclosure Package and the ProspectusFinal Prospectuses, or any other such intellectual property which, to the knowledge of the Company, is necessary for, or used in the conduct, or the proposed conduct, of the business of the Company in the manner described in the Registration Statement, the Company General Disclosure Package and its subsidiaries own or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property Final Prospectuses (collectively, the “Intellectual Property”); the patents, trademarks, and copyrights, if any, included within the Intellectual Property are valid, enforceable, and subsisting; other than as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectuses, (A) necessary for the conduct Company is not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual Property, (B) the Company has not received any notice of their respective businesses any claim of infringement, misappropriation or conflict with any asserted rights of others with respect to any of the Company’s Intellectual Property, (C) to the knowledge of the Company, neither the sale nor use of any of the discoveries, inventions, devices or processes of the Company referred to in all material respectsthe Registration Statement, as now conductedthe General Disclosure Package or the Final Prospectuses do or will, infringe, misappropriate or violate any right or valid patent claim of any third party, and (D) to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property that is owned by the Company, other than any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark Office (the “USPTO”) and any co-owner of any patent application constituting Intellectual Property who is named in such patent application, and, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate no third party has any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, challenging the Company’s or any of its subsidiary’s rights ownership right in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property in any field of others, and the Company use that is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, exclusively licensed to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties than any licensor to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partIntellectual Property.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own or have valid and enforceable possess adequate rights to use the all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain namestrademark registrations, all goodwill associated with the foregoingservice xxxx registrations, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectivelyincluding trade secrets and other unpatented and/or unpatentable proprietary or confidential information, the systems or procedures) (collectively “Intellectual Property”) ), necessary for the conduct of their respective businesses in all material respects, as now currently conducted and as proposed to be conducted, andand the conduct of their respective businesses will not conflict in any material respect with any such rights of others; and (i) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (ii) there is no pending or, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending threatened action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, others challenging the Company’s rights of the Company or any of its subsidiary’s rights subsidiaries in or to any such Intellectual Property, and the Company is unaware of any material fact facts which it believes would form a reasonable basis for any a successful challenge to the rights in such claimIntellectual Property that would have a Material Adverse Effect on the Company; (biii) none of the Intellectual Property licensed to the Company and its subsidiaries has been adjudged invalid or unenforceable, in whole or in part, and there is no pending action, suit, proceeding or claim or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claimclaim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the validity or scope of such Intellectual Property that would have a Material Adverse Effect on the Company; (iv) to the knowledge of the Company, there is no pending or threatened action, suit, proceeding or claim by others, others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other material fact facts which it believes would form a reasonable basis for any a successful claim of such claiminfringement, misappropriation or violation that would have a Material Adverse Effect on the Company; (cv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact facts which it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in material violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected violation relates to render invalid any patent owned by such employee’s employment with the Company or any of its subsidiaries, or actions undertaken by the employee while employed with the Company or its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; and (evi) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company is not an assignee of nor is the Company a recipient of an obligation to assign each of the Company’s rights in its patents and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partpatent applications.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own Subsidiary own, or have possess valid and enforceable licensed rights to use the use, all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, all goodwill associated with the foregoingcopyrights, copyrightsworks of authorship, licenses, inventions, trade secrets, software, technology, proprietary information and know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses in all material respectsas currently conducted and as proposed to be conducted (collectively, as now conducted“Intellectual Property”), and, to the knowledge of the Company’s knowledge, the conduct of the their respective businesses of the Company does not and its subsidiaries does will not infringe, misappropriate or otherwise violate conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. The Company and its Subsidiary have not received any notice of any claim of infringement, misappropriation with any intellectual property rights of another, and the Company is unaware of any facts which would form a reasonable basis for any such notice or claim. To the Company’s knowledge: (i) there are no third party. Except as described 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, Pricing Disclosure Package SEC Reports as owned by or licensed to the Company or its Subsidiary; and the Prospectus, (aii) there is no infringement by third parties of any Intellectual Property. Except as disclosed in the SEC Reports, there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, : (A) challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validity, by othersenforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringesSubsidiary infringe, misappropriates misappropriate, or otherwise violates violate, or would, upon the commercialization of any Intellectual Property product or service described in the SEC Reports as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, and the Company is unaware of any other material fact facts which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging . The Company and its Subsidiary have complied with the validity, enforceability or scope terms of any each agreement pursuant to which Intellectual Property owned by has been licensed to the Company or any of its subsidiariesSubsidiary, and with respect to any all such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its Subsidiary have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the Company is not in material breach or default thereofexecution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and to the knowledge Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the Company’s knowledge, other parties to those agreements are not 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 material breach or default thereofthe Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (fincluding information technology and outsourced arrangements) the granted or issued patents, trademarks, and copyrights owned employed by the Company and or its subsidiaries have Subsidiary has been duly maintained and are obtained or is being used by the Company or its Subsidiary in full force and violation of any contractual obligation binding on the Company or its Subsidiary or any of their respective officers, directors or employees or otherwise in effect, and none violation of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partthe rights of any persons.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package The Company and the Prospectus, the Company and its subsidiaries Group Entities own or have valid and enforceable possess adequate rights to use the all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain namestrademark registrations, all goodwill associated with the foregoingservice mxxx registrations, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”) ), necessary for the conduct of their respective businesses in all material respects, as now currently conducted and as proposed to be conducted, andand the conduct of their respective businesses will not conflict in any material respect with any such rights of others; and (i) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (ii) there is no pending or, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending threatened action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, others challenging the Company’s rights of the Company or any of its subsidiary’s rights the Group Entities in or to any such Intellectual Property, and the Company is unaware of any material fact facts which it believes would form a reasonable basis for any a successful challenge to the rights in such claimIntellectual Property; (biii) none of the Intellectual Property (excluding any shrink wrap licenses relating to consumer software) licensed to the Company and the Group Entities has been adjudged invalid or unenforceable, in whole or in part, and there is no pending action, suit, proceeding or claim or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claimclaim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the validity or scope of such Intellectual Property; (iv) to the knowledge of the Company, there is no pending or threatened action, suit, proceeding or claim by others, others that the Company or any of its subsidiaries the Group Entities infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, neither the Company nor any Group Entity has received any written notice of such claim and the Company is unaware of any other material fact facts which it believes would form a reasonable basis for any a successful claim of such claiminfringement, misappropriation or violation; (cv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact facts which it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in material violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected violation relates to render invalid any patent owned by such employee’s employment with the Company or any of its subsidiaries the Group Entities, or that actions undertaken by the employee while employed with the Company has rights to use or the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereofGroup Entities; and (fvi) the granted Company does not possess any patents or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partpatent applications.

Title to Intellectual Property. Except as The Company and the Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), tradenames, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement, Pricing Disclosure Package the Time of Sale Information and the Prospectus, the Company and its subsidiaries own Prospectus as being owned or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) licensed by them or which are necessary for the conduct of their respective businesses businesses, except where the failure to own, license or have such rights would not, individually or in all material respectsthe aggregate, as now conductedhave a Material Adverse Effect (collectively, and“Intellectual Property”); (i) there are no third parties who have or, to the knowledge Company’s knowledge, will be able to establish rights to any Intellectual Property, except for the ownership rights of the Company, the conduct owners of the respective businesses of Intellectual Property which is licensed to the Company and its subsidiaries does not infringeor a Subsidiary; (ii) to the Company’s knowledge, misappropriate or otherwise violate there is no infringement by third parties of any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, Property; (aiii) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would could form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, that others challenging the Company validity or any scope of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of othersProperty, and the Company is unaware of any other material fact facts which would could form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others challenging that the validityCompany or any of the Subsidiaries infringes or otherwise violates any patent, enforceability trademark, tradename, service name, copyright, trade secret or scope other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property Property; and (vii) there is no prior art that may render any patent application owned by the Company or any of its subsidiaries, and with respect to any such the Subsidiaries of the Intellectual Property unpatentable that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s U.S. Patent and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partTrademark Office.

Title to Intellectual Property. Except as The Company, including its Subsidiaries, owns, or has obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, Pricing the General Disclosure Package and or the Prospectus, the Company and its subsidiaries own Prospectus as being owned or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) licensed by them or which are necessary for the conduct of their respective the Company’s and its Subsidiaries’ businesses in all material respectsas currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), except as now conductedwould not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole, and, to and except as enforceability of any licenses may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. To the knowledge of the Company’s executive officers, the conduct of the respective businesses of the Company Company’s and its subsidiaries Subsidiaries’ businesses does not and will not infringe, misappropriate or otherwise violate conflict in any material respect with any intellectual property rights of others. To the Company’s knowledge: (i) there are no third parties who have rights to any registered Intellectual Property, other than any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark Office and any co-owner of any third party. Except as described patent application constituting Intellectual Property who is named in the Registration Statement, Pricing Disclosure Package such patent application; and the Prospectus, (aii) there is no infringement by third parties of any Intellectual Property. There is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, : (A) challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validity, by othersenforceability or scope of any Intellectual Property, and the Company is unaware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes, misappropriates Subsidiaries infringes or otherwise violates violates, or would, upon the expansion or commercialization of any Intellectual Property product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any other material fact facts which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging . The Company and its Subsidiaries have complied with the validity, enforceability or scope terms of any each agreement pursuant to which Intellectual Property owned by has been licensed to the Company or any of its subsidiariesSubsidiary, and with respect to any all such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect. To the Company’s knowledge, and the Company is not there are no material defects in material breach or default thereof, and to the knowledge any of the Companypatents or patent applications included in the Intellectual Property. The Company and its Subsidiaries have taken commercially reasonable steps to protect, other parties to those agreements are not maintain and safeguard their Intellectual Property, including the execution of nondisclosure and confidentiality agreements. The Intellectual Property, including technology candidates or products, and/or their uses described in material breach the Registration Statement, the General Disclosure Package, or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned Prospectus as under development by the Company and its subsidiaries have been duly maintained and are in full force and in effector any Subsidiary fall within the scope of the claims of one or more patents owned by, and none of such patentsor exclusively licensed to, trademarks and copyrights have been adjudged invalid the Company or unenforceable in whole or in partany Subsidiary.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own own, or have obtained valid and enforceable licenses for, or other rights to use use, the patentsinventions, patent applications, patents, trademarks (both registered and service marks, trademark and service xxxx registrations and applicationsunregistered), trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how secrets and other intellectual property proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them, used in, or necessary for the conduct of of, their respective businesses as described in all material respectsthe Registration Statement, the Pricing Disclosure Package and the Prospectus, except as now conducted, and, would not reasonably be expected to have a Material Adverse Effect; and (i) to the knowledge Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property that would have a Material Adverse Effect; (ii) to the Company’s knowledge, the conduct of the respective businesses of there is no pending or threatened action, suit, proceeding or claim by others that the Company and or its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any third party. Except as described facts which would form a reasonable basis for a successful claim of such infringement, misappropriation or violation, in the Registration Statement, Pricing Disclosure Package and the Prospectus, each case that would have a Material Adverse Effect; (aiii) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s rights of the Company or any of its subsidiary’s rights subsidiaries in or to any such Intellectual Property, and the Company is unaware of any material fact facts which it believes would form a reasonable basis for any a successful challenge to the rights in such claimIntellectual Property, in each case that would have a Material Adverse Effect; (biv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, that others challenging the Company validity or scope of any of its subsidiaries infringes, misappropriates or otherwise violates any such Intellectual Property of othersProperty, and the Company is unaware of any other material fact facts which it believes would form a reasonable basis for any a successful challenge to the validity, enforceability or scope of such claimIntellectual Property, in each case that would have a Material Adverse Effect; (cv) there none of the technology employed by the Company has been obtained or is no pending action, suit, proceeding or claim being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened actionupon any of its officers, suitdirectors or employees or otherwise in violation of the rights of any persons; (vi) to the Company’s knowledge, proceeding there are no third parties who have or claim, by others challenging the validity, enforceability or scope of will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus owned or exclusively licensed by the Company or its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any of its subsidiariesthird parties ; (vii) the Company is not a party to or bound by any options, and licenses or other agreements, with respect to the Company’s or a third party’s Intellectual Property, that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and that are not described in all material respects therein; (viii) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any such of the Intellectual Property that would a Material Adverse Effect on the Company or any of its subsidiaries has a right Company; and (ix) to usethe Company’s knowledge, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected material to render invalid any patent or patent application owned or exclusively licensed by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s U.S. Patent and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries Trademark Office that would have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in parta Material Adverse Effect.

Title to Intellectual Property. Except as described disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own owns, possesses, licenses or have valid and enforceable has other rights to use the all patents, patent applications, trademarks trade and service marks, trademark trade and service xxxx registrations and applicationsregistrations, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses in all material respects, as now conducted, andthat, to the knowledge of the Company, is necessary for the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except Company’s business as now conducted (as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, collectively, the “Company Intellectual Property”), and, to the Company’s knowledge, the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the Prospectus (exclusive of any supplement thereto) or except in each case as would not reasonably be expected to have a material adverse effect on the Company: (a) there are no material rights of third parties to any such Company Intellectual Property; (b) to the Company’s knowledge, there is no material infringement by third parties of any such Company Intellectual Property; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of its subsidiary’s rights in or to any such Company Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (bd) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, that others challenging the Company validity or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware scope of any other material fact which would form a reasonable basis for any such claimCompany Intellectual Property; (ce) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of its subsidiaries has a right others; (f) to usethe Company’s knowledge, there is no U.S. patent which contains claims that dominate any Company Intellectual Property described in the Company is unaware Prospectus or that interferes under 35 U.S.C. §102(g) with the pending claims of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claimIntellectual Property; (dg) to the Company’s knowledge, there is no prior art of which the Company is aware that would reasonably be expected to render invalid any U.S. patent owned held by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby invalid which has not been disclosed to the applicable government patent officeU.S. Patent and Trademark Office (the “PTO”); and (eh) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not obligated to pay a material royalty, grant a license, or provide other material consideration to any third party in material breach or default thereof, and to connection with the knowledge of Company Intellectual Property. To the Company’s knowledge, other parties to those agreements are not in material breach or default thereof; all patents and (f) the granted or issued patents, trademarks, and copyrights patent applications owned by the Company and its subsidiaries filed with the PTO or any foreign or international patent authority (the “Company Patent Rights”) and all patents and patent applications in-licensed by the Company and filed with the PTO or any foreign or international patent authority (the “In-licensed Patent Rights”) have been duly maintained and are in full force properly filed; the Company has complied with their duty of candor and in effectdisclosure to the PTO for the Company Patent Rights and, to the Company’s knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partdisclosure to the PTO for the In-licensed Patent Rights.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own Subsidiaries own, possess, license or have valid and enforceable other rights to use the all foreign and domestic patents, patent applications, trademarks trade and service marks, trademark trade and service xxxx registrations and applicationsregistrations, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, softwaretechnology, technologyInternet domain names, know-how and other intellectual property property, necessary for the conduct of the Company’s businesses as now conducted or as proposed in the Prospectus to be conducted (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses in all material respects, as now conducted, and, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party). Except as described set forth in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) the Company has not received written notice, and has no knowledge of, any rights of third parties to any such Intellectual Property; (b) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of and its subsidiary’s Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (bd) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, that others challenging the Company validity or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware scope of any other material fact which would form a reasonable basis for any such claimIntellectual Property; (ce) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claimothers; (df) to the Company’s knowledge, there is no prior art of third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application which constitutes the Intellectual Property described in the Prospectus; and (g) the Company is aware that has taken all steps necessary to perfect its ownership of the Intellectual Property, in each of clauses (a)-(g) except for such infringement, conflict or action which would not, singularly or in the aggregate, reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned result in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in parta Material Adverse Effect.

Title to Intellectual Property. Except as described in the Registration StatementThe Company owns, Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own or have possesses valid and enforceable licensed rights to use the use, all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, trademark registrations, service mark registrations, trade dress, designs, data, database rights, Internet domain names, all goodwill associated with the foregoingcopyrights, copyrightsworks of authorship, licenses, inventions, trade secrets, software, technology, proprietary information and know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses in all material respectsits business as currently conducted and as proposed to be conducted (collectively, as now conducted“Intellectual Property”), and, to the knowledge of the Company’s knowledge, the conduct of the respective businesses of the Company its business does not and its subsidiaries does will not infringe, misappropriate or otherwise violate conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. The Company has not received any notice of any claim of infringement, misappropriation with any intellectual property rights of another, and the Company is unaware of any facts which would form a reasonable basis for any such notice or claim. To the Company’s knowledge: (i) there are no third party. Except as described 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, Pricing Disclosure Package SEC Reports as owned by or licensed to the Company; and the Prospectus, (aii) there is no infringement by third parties of any Intellectual Property. There is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, : (A) challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validity, by othersenforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes, misappropriates misappropriates, or otherwise violates violates, or would, upon the commercialization of any Intellectual Property product or service described in the SEC Reports as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, and the Company is unaware of any other material fact facts which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim. The Company has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, by others challenging and all such agreements are in full force and effect. To the validityCompany’s knowledge, enforceability there are no material defects in any of the patents or scope patent applications included in the Intellectual Property. The Company has taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any of its subsidiariesofficers, and with respect to any such Intellectual Property that directors or employees or otherwise in violation of the Company or any of its subsidiaries has a right to use, the Company is unaware rights of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partpersons.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own or have valid and enforceable possess adequate rights to use the all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain namestrademark registrations, all goodwill associated with the foregoingservice xxxx registrations, copyrights, licenses, inventions, trade secrets, software, technology, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other technology and intellectual property (collectivelyrights, including the “Intellectual Property”) right to xxx for past, present and future infringement, misappropriation or dilution of any of the same used by them or necessary for the conduct of their respective businesses in all material respectsas currently conducted and as proposed to be conducted (the “Company Intellectual Property”), as now conducted, and, to the knowledge of the Company, and the conduct of the their respective businesses will not conflict in any material respect with any such rights of the others. The Company and its subsidiaries does have not infringereceived any notice of any claim of infringement, misappropriate misappropriation or otherwise violate conflict with any such rights of others in connection with its Company Intellectual Property of any third partythat would reasonably be expected to have a Material Adverse Effect. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ai) to the Company’s knowledge, there are no third parties who have or will be able to establish ownership rights or rights to use any Company Intellectual Property, except for (A) the retained rights of the owners of Company Intellectual Property which is licensed to the Company or its subsidiaries and (B) the rights of customers and channel partners to use Company Intellectual Property in the ordinary course, consistent with past practice, (ii) there is no pending pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights or any of its subsidiaries’ rights in or to any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s validity, enforceability or scope of any of its subsidiary’s rights in or to any such Company Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (biv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others that the Company or any of its subsidiaries infringes, infringes or misappropriates any intellectual property or otherwise violates any Intellectual Property other proprietary rights of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (cv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding no Company Intellectual Property has been obtained or claim, is being used by others challenging the validity, enforceability Company or scope any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the rights of any persons, except, in the case of each of (i) through (v) above, where the outcome of which would not reasonably be expected to be material in light of all relevant facts and circumstances to the Company and its subsidiaries, taken as a whole. The Company and its subsidiaries have taken reasonable steps necessary to secure interests in the Company Intellectual Property developed by their employees, consultants, agents and contractors in the course of their service to the Company. There are no outstanding options, licenses or binding agreements of any kind relating to the Company Intellectual Property owned by the Company or any of its subsidiariessubsidiaries that are required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described in all material respects. The Company and its subsidiaries are not a party to or bound by any options, licenses or binding agreements with respect to any material intellectual property of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described in all material respects. The Company and its subsidiaries have used all software and other materials distributed under a “free,” “open source,” or similar licensing model (including but not limited to the GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Materials”) in compliance with all license terms applicable to such Intellectual Property Open Source Materials, except where the failure to comply would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. Neither the Company nor any of its subsidiaries has used or distributed any Open Source Materials in a manner that requires or has required (i) the Company or any of its subsidiaries has a right to use, permit reverse engineering of any products or services of the Company is unaware or any of its subsidiaries, or any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent software code or other technology owned by the Company or any of its subsidiaries subsidiaries; or that (ii) any products or services of the Company has rights or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries, to use be (A) disclosed or distributed in source code form, (B) licensed for the inventions covered thereby which has not been disclosed to the applicable government patent office; purpose of making derivative works, or (eC) the Company’s and the Company’s subsidiaries’ license agreements mentioned redistributed at no charge, except, in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge case of the Company, other parties to those agreements are not in material breach or default thereof; each of (i) and (fii) the granted or issued patentsabove, trademarks, and copyrights owned by such as would not reasonably be expected to be material to the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in parttaken as a whole.

Title to Intellectual Property. Except The Company owns, possesses or can acquire on reasonable terms all Intellectual Property (as defined below) used in the conduct of the business of the Company as described in the Registration Statement, Pricing Disclosure Package the Time of Sale Information and the ProspectusProspectus as now conducted or to be conducted, except where the Company failure to own, possess or be able to acquire such Intellectual Property could not, individually or in the aggregate, have a Material Adverse Effect, and its subsidiaries own (A) to the knowledge of the Company, there is no infringement, misappropriation or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “violation by third parties of any such Intellectual Property”; (B) necessary for the conduct of their respective businesses in all material respects, as now conducted, andthere is no pending or, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending threatened action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, others challenging the Company’s or any rights of its subsidiary’s rights the Company in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (bC) the Intellectual Property owned by the Company and, to the knowledge of the Company, the Intellectual Property licensed to the Company have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending action, suit, proceeding or claim or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, that others challenging the Company validity or scope of any of its subsidiaries infringes, misappropriates or otherwise violates any such Intellectual Property of othersProperty, and the Company is unaware of any other material fact facts which would form a reasonable basis for any such claim; and (cD) except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, there is no pending action, suit, proceeding or claim or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others challenging that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual Property owned by or other proprietary rights of others, the Company or has not received any written notice of its subsidiaries, such claim and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact other facts which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued . The term “Intellectual Property” as used herein means all patents, trademarkspatent applications, trade and copyrights owned by the Company service marks, trade and its subsidiaries have been duly maintained service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partother intellectual property.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing the General Disclosure Package and the Prospectus, the Company and its subsidiaries own the Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the patentsinventions, patent applications, patents, trademarks (both registered and service marks, trademark and service xxxx registrations and applicationsunregistered), trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned or licensed in the Registration Statement, General Disclosure Package and the Prospectus, the Company owns, or has obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of their respective of, its businesses in all material respects, as now conducted, and, currently conducted or as proposed to the knowledge of the Company, the conduct of the respective businesses of the Company be conducted and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing the General Disclosure Package and the Prospectus, (a) Prospectus except where the failure to obtain or hold would not reasonably be expected to result in a Material Adverse Effect; there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claimwritten claim by others that the Company infringes, by misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would could form a reasonable basis for any such claim; (b) there and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to 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 or other proprietary rights on behalf of the Company, except for violations which would not reasonably be expected to result in a Material Adverse Event. There is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, that others challenging the Company Company’s ownership or any of its subsidiaries infringes, misappropriates rights in or otherwise violates to any Intellectual Property of othersProperty, and the Company is unaware of any other material fact facts which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiariesProperty, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact facts which would form a reasonable basis for any such claim, except as described in the Registration Statement, the General Disclosure Package and the Prospectus; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (das such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Intellectual Property; and to the Company’s knowledge, there is no prior art of which the Company is aware that would reasonably be expected material to render invalid any patent owned or patent application of the Intellectual Property that may render any U.S. patent held by the Company invalid or any of its subsidiaries or that U.S. patent application held by the Company has rights to use the inventions covered thereby which unpatentable has not been disclosed to the applicable government patent office; U.S. Patent and Trademark Office (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part“USPTO”).

Title to Intellectual Property. Except as described in the Registration StatementThe Company owns, Pricing Disclosure Package and the Prospectuspossesses, the Company and its subsidiaries own or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain namescan acquire on reasonable terms, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) Property necessary for the conduct of their respective businesses in all material respects, the Company’s business as now conducted or as described in the Disclosure Package and Final Memorandum to be conducted, andexcept as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (B) there is no pending or, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringethreatened, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, for which the Company has been served or notified, challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others, for which the Company has been served or notified, challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) there is no pending or threatened action, suit, proceeding or claim by others, for which the Company has been served or notified, that the Company infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (bE) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any no employee of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware in or has ever been in violation of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope term of any Intellectual Property owned by the Company employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part.restrictive

Title to Intellectual Property. Except as described set forth in the Registration Statement, Pricing the General Disclosure Package and the Prospectus, the Company and its subsidiaries own or have owns, has valid and enforceable licenses for or otherwise has adequate rights to use the patentstechnology (including but not limited to patented, patent applicationspatentable and unpatented inventions and unpatentable proprietary or confidential information, trademarks and service markssystems or procedures), trademark and service xxxx registrations and applicationsdesigns, trade namesprocesses, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventionstrademarks, trade secrets, softwareknow how, technology, know-how copyrights and other intellectual property works of authorship, computer programs and technical data and information (collectively, the “Intellectual Property”) necessary for that are or could reasonably be expected to be material to its business as currently conducted or proposed to be conducted (including upon the conduct commercialization of their respective businesses in all material respects, as now conducted, and, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate products or otherwise violate any Intellectual Property of any third party. Except as services described in the Registration Statement, Pricing the General Disclosure Package or the Prospectus as under development) or to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (ai) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company, (ii) there is no infringement by third parties of any Intellectual Property, (iii) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would could form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim claim, (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claimclaim by others challenging the validity, by others, that the Company enforceability or any scope of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of othersProperty, and the Company is unaware of any other material fact facts which would could form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim claim, (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that (nor has the Company received any claim from a third party 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 as under development, infringe or violate, any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, by others challenging (vi) the Company have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect, (vii) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claimProperty; (dviii) there is no prior art of which the Company is aware that would reasonably be expected to may render invalid any patent owned by application within the Company or any of its subsidiaries or Intellectual Property unpatentable that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; U.S. Patent and Trademark Office, and (eix) the Company’s and the Company’s subsidiaries’ license agreements mentioned product candidates described in the Registration Statement, Pricing the General Disclosure Package or the Prospectus as under development by the Company fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus are in full force and effectProspectus, and the Company is not in obligated or under any liability whatsoever to make any material breach payment by way of royalties, fees or default thereofotherwise to any owner or licensee of, and or other claimant to, any Intellectual Property, with respect to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole use thereof or in partconnection with the conduct of their respective businesses or otherwise.

Title to Intellectual Property. Except as described in the Registration StatementThe Company owns, Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own possesses or have valid and enforceable can acquire on commercially reasonable terms rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property Intellectual Property (collectively, the “Intellectual Property”as defined below) necessary for the conduct of their respective businesses the business of the Company as described in all material respects, the Time of Sale Information and the Prospectus as now conducted, and, except as disclosed in the Time of Sale Information and the Prospectus: (i) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such as would not reasonably be expected to have a Material Adverse Effect; (ii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property, except as such as would not have a Material Adverse Effect and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iii) the Intellectual Property owned by the Company and, to the knowledge of the Company, the conduct of the respective businesses of Intellectual Property licensed to the Company and its subsidiaries does have not infringebeen adjudged invalid or unenforceable, misappropriate in whole or otherwise violate any Intellectual Property of any third party. Except in part, and, except as described in the Registration Statementsuch as would not reasonably be expected to have a Material Adverse Effect, Pricing Disclosure Package and the Prospectus, (a) there is no pending action, suit, proceeding or claim or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s validity or any scope of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (biv) there is no pending action, suit, proceeding or claim or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of othersothers in any material respect, and the Company has not received any written notice of such claim and the Company is unaware of any other material fact facts which would form a reasonable basis for any such claim; and (cv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope no employee of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware in or has ever been in violation of any such claim, and, in either case, the Company is unaware term of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part.any

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company and its subsidiaries own owns, or have possesses valid and enforceable licensed rights to use the use, all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, trademark registrations, service mark registrations, trade dress, designs, data, database rights, Internet domain names, all goodwill associated with the foregoingcopyrights, copyrightsworks of authorship, licenses, inventions, trade secrets, software, technology, proprietary information and know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses its business as currently conducted and as proposed to be conducted in all material respectsthe Registration Statement, as now conductedthe Pricing Disclosure Package and the Prospectus(collectively, “Company Intellectual Property”), (ii) the Company Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and, to the knowledge of the Company, there are no acts which would form a reasonable basis for any such adjudication and (iii) the conduct Company has not received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another, and, to the knowledge of the respective businesses Company, there are no acts which would form a reasonable basis for any such notice or claim. To the knowledge of the Company: (i) there are no third parties who have rights to any material Company and its subsidiaries does not infringeIntellectual Property, misappropriate or otherwise violate any except for customary reversionary rights of third-party licensors with respect to such material Company Intellectual Property that is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus as owned by or licensed to the Company; and (ii) there is no infringement by third parties of any third partyCompany Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) there is no pending action, suit, proceeding or claim or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others against the Company: (A) challenging the Company’s or any of its subsidiary’s rights in or to any such Company Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (bB) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Company Intellectual Property owned by the Company Property; or any of its subsidiaries, and with respect to any such Intellectual Property (C) asserting that the Company infringes, misappropriates, or any of its subsidiaries has a right to useotherwise violates, or would, upon the Company is unaware commercialization of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company product or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned service described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. The Company has complied with the terms of each agreement in all material respects pursuant to which material intellectual property has been licensed to the Company, and all such agreements are in full force and effect. To the knowledge of the Company, there are no material defects in any of the patents or patent applications included in the Company Intellectual Property. To the knowledge of the Company, the patents included in the Company Intellectual Property are subsisting and have not lapsed and the patent applications in the Company is Intellectual Property are subsisting and have not in material breach or default thereofbeen abandoned. The Company has taken commercially reasonable steps to protect, maintain and safeguard the Company Intellectual Property, including the execution of appropriate nondisclosure agreements, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the knowledge of the Company, other parties no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to those agreements are not or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the knowledge of the Company, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the Company owned United States patents and patent applications included in material breach or default thereofthe Company Intellectual Property have been complied with; and (f) in all foreign offices having similar requirements, to the granted knowledge of the Company, all such requirements have been complied with for the Company owned foreign patents and patent applications included in the Company Intellectual Property. To the knowledge of the Company, none of the Company Intellectual Property has been obtained or issued patents, trademarks, and copyrights owned is being used by the Company in violation of any material contractual obligation binding on the Company or any of its officers, directors or employees. The product candidates described in the Registration Statement, the Pricing Disclosure Package and its subsidiaries have been duly maintained and are in full force and in effectthe Prospectus as under development by the Company fall within the scope of the claims of one or more patents or patent applications owned by, and none of such patentsor exclusively licensed to, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partthe Company.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own or have valid and enforceable rights to use the patents, patent applications, trademarks trade and service marks, trademark trade and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses in all material respects, as now conducted, and, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part.

Title to Intellectual Property. Except as described disclosed in the Registration Statement, thr Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own own, or have obtained valid and enforceable licenses for, or other rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain namesuse, all goodwill associated with Intellectual Property (as defined below) described in the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectivelyRegistration Statement, the “Intellectual Property”) Pricing Disclosure Package and the Prospectus as either being owned or licensed by them or necessary for the conduct of their respective businesses in all material respectsbusinesses, as now conductedand (i) to the knowledge of the Company, andthere is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (ii) there is no pending or, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (a) there is no pending threatened action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others, others challenging the Company’s rights of the Company or any of its subsidiary’s rights subsidiaries in or to any such Intellectual Property, and the Company is unaware of any material fact facts which it believes would form a reasonable basis for any a successful challenge to the rights in such claimIntellectual Property that would have a Material Adverse Effect on the Company; (biii) the Intellectual Property owned by the Company and its subsidiaries and, to the knowledge of the Company, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending action, suit, proceeding or claim or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claimclaim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the validity or scope of such Intellectual Property that would have a Material Adverse Effect on the Company; (iv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others, others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other material fact facts which it believes would form a reasonable basis for any a successful claim of such claiminfringement, misappropriation or violation; and (cv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties the Company is assignee of or is the recipient of an obligation to those agreements are not assign each of the Company’s rights in material breach or default thereof; its patents and (f) the granted or issued patent applications. The term “Intellectual Property” as used herein means all patents, trademarkspatent applications, trade and copyrights owned by the Company service marks, trade and its subsidiaries have been duly maintained service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partother intellectual property.

Title to Intellectual Property. Except as described in To the Registration Statement, Pricing Disclosure Package and knowledge of the ProspectusCompany, the Company and its subsidiaries own own, or have possess valid and enforceable licensed rights to use the use, all material patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain namestrademark registrations, all goodwill associated with the foregoingservice xxxx registrations, copyrights, licenses, inventions, trade secrets, software, technology, licenses and know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses in all material respectsas currently conducted and as proposed to be conducted (collectively, as now conducted“Intellectual Property”), and, to the knowledge of the Company, the conduct of the their respective businesses does not and will not conflict in any material respect with any such rights of the others. The Company and its subsidiaries does have not infringereceived any written notice of any claim of infringement, misappropriate misappropriation or otherwise violate conflict with any intellectual property rights of another in connection with its patents, patent applications, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such notice or claim. 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 of any third party. Except as described that is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, Prospectus (a“Disclosure Documents”) as licensed to the Company or its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, : (A) challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validity, by othersenforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringesinfringe, misappropriates misappropriate, or otherwise violates violate, or would, upon the commercialization of any Intellectual Property product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, and the Company is unaware of any other material fact facts which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging . The Company and its subsidiaries have complied with the validity, enforceability or scope terms of any each agreement pursuant to which Intellectual Property owned by has been licensed to the Company or any of its subsidiaries, and with respect to any all such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Company is not Prospectus. To the Company’s knowledge, there are no material defects in material breach any of the patents or default thereofpatent applications included in the Intellectual Property. In particular, all priority claims made in any United States patents and pending patent applications of the Intellectual Property are valid, and all claims in such patents and pending patent applications are entitled to the knowledge priority claims made. No granted United States patents or pending patent applications of the Company, other parties Intellectual Property violate the Paris Convention Treaty. All United States patents and pending patent applications of the Intellectual Property claim priority to those agreements are not all applicable prior filed and/or co-pending patent applications. The product candidates described in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned Disclosure Documents as under development by the Company and or its subsidiaries have been duly maintained and are in full force and in effectfall within the scope of the claims of one or more patents or patent applications owned by, and none of such patentsor exclusively licensed to, trademarks and copyrights have been adjudged invalid the Company or unenforceable in whole or in partits subsidiaries.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own owns or have valid and enforceable possesses adequate rights to use the all patents, patent applications, trademarks and trademarks, service marks, trademark and service xxxx registrations and applications, trade names, domain namestrademark registrations, all goodwill associated with the foregoingservice maxx xegistrations, copyrights, licenses, inventions, trade secrets, software, technology, know-how and all other intellectual property rights (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) ), used in or necessary for the conduct of their respective businesses the Company’s business as now, or as contemplated to be, conducted. Except as set forth in all material respectsthe SEC Documents, as now conducted, and, (i) there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements; (ii) to the knowledge Company’s knowledge, there is no infringement by third parties of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property to which the Company can assert a claim of any third party. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, infringement; (aiii) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, others challenging the Company’s ownership of or any of its subsidiary’s licensing rights in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (biv) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claimclaim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service maxx xnd copyright prosecution disclosed in the SEC Documents; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others, others that the Company or any of its subsidiaries infringes, misappropriates infringes or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; (cvi) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company has not been and will not be required to utilize any inventions, trade secrets or proprietary information of any of its subsidiaries, and with respect employees made prior to any such Intellectual Property that their employment by the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claimCompany; (dvii) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights taken all steps required to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s perfect its ownership of and the Company’s subsidiaries’ license agreements mentioned interest in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereofits Intellectual Property; and (fviii) the granted or issued patentsCompany has taken reasonable security measures to protect the secrecy, trademarks, confidentiality and copyrights owned by the Company and value of all of its subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partIntellectual Property.

Title to Intellectual Property. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package, or the Prospectus, the Company, including its Subsidiaries, own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, Pricing the General Disclosure Package and Package, or the Prospectus, the Company and its subsidiaries own Prospectus as being owned or have valid and enforceable rights to use the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) licensed by them or which are necessary for the conduct of their respective businesses in all material respects, as now conducted, and, to the knowledge of the Company’s and its Subsidiaries’ businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), except as would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole, and except as enforceability of any licenses may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. To the Company’s knowledge, the conduct of the respective businesses of the Company Company’s and its subsidiaries Subsidiaries’ businesses does not and will not infringe, misappropriate or otherwise violate conflict in any material respect with any intellectual property rights of others. To the Company’s knowledge: (i) there are no third parties who have rights to any registered Intellectual Property, other than licensees of the Company and any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark Office and any co-owner of any third party. Except as described patent application constituting Intellectual Property who is named in the Registration Statement, Pricing Disclosure Package such patent application; and the Prospectus, (aii) there is no infringement by third parties of any Intellectual Property. There is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, claim by others, : (A) challenging the Company’s or any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact facts which would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validity, by othersenforceability or scope of any Intellectual Property, and the Company is unaware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes, misappropriates Subsidiaries infringes or otherwise violates violates, or would, upon the expansion or commercialization of any Intellectual Property product or service described in the Registration Statement, the General Disclosure Package, or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any other material fact facts which would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim, by others challenging . The Company and its subsidiaries have complied with the validity, enforceability or scope terms of any each agreement pursuant to which Intellectual Property owned by has been licensed to the Company or any of its subsidiariesSubsidiary, and with respect to any all such Intellectual Property that the Company or any of its subsidiaries has a right to use, the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is except for such noncompliance which would not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by have a Material Adverse Effect on the Company and its subsidiaries Subsidiaries taken as a whole. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its Subsidiaries have been duly maintained taken commercially reasonable steps to protect, maintain and are in full force safeguard their Intellectual Property, including the execution of nondisclosure and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in partconfidentiality agreements.