Common use of Title to Intellectual Property Clause in Contracts

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Property.

Title to Intellectual Property. The Except for specific matters the Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct is aware of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth that are accurately described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and except each of its subsidiaries own or possess, or can acquire on reasonable terms, adequate rights to all patents, patent rights, inventions, trademarks, service marks, trade names, domain names, goodwill associated with the foregoing, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property rights, including registrations and applications for registration thereof (collectively, “Intellectual Property”) necessary for the conduct of the business of the Company and its subsidiaries taken as whole in all material respects as currently conducted and as proposed to be conducted, and, to the knowledge of the Company, neither the Company nor any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property of any third party in any material respect. The Company and its subsidiaries have not received any written notice of, and are not otherwise aware of, any pending or threatened claim of infringement, misappropriation or other violation of any Intellectual Property of any third party or any written notice challenging the validity, scope or enforceability of their respective Intellectual Property or rights therein, in each case which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (i) . The Company is not aware of any specific facts or combination of facts that would support a finding that any of the material issued or granted patents owned by or licensed to the Company and or any of its subsidiaries ownis invalid or unenforceable and, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding all such issued or claim by any third party challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company granted patents are valid and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Propertyenforceable.

Title to Intellectual Property. The Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries Significant Subsidiaries own, possess, license or otherwise have other rights to use on reasonable terms, all patents, trademarks trade and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how how, and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses the Company’s business as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effectconducted. In each case, except Except as set forth in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, Prospectus and except as would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect, (i) the Company and its subsidiaries ownowns, license or have has rights to use under license, all Company such Intellectual Property free and clear in all material respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no material infringement by third parties of any Company such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s or its subsidiariesSignificant Subsidiaries’ rights in or to any Company such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company such Intellectual Property, and the Company is unaware of any facts that would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary or any Significant Subsidiary infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of any third party, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) to the Company knowledge of the Company, there is no valid and its subsidiaries have taken commercially reasonable steps to maintain and protect Company subsisting patent or published patent application that would preclude the Company, in any material respect, from practicing any such Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have rights possess the right to use all inventions, patents, trademarks and trademarks, service marks, trade names, domain names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secretslicenses, technology, know-how how, trade secrets and other intellectual property and proprietary or confidential information, systems or procedures (including all goodwill associated with, and all registrations and applications for registration of, the foregoing) (collectively, the “Intellectual Property”) necessary for or material to the conduct of their respective businesses as now currently conducted or and as proposed to be conducted conducted, in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except each case as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effectand, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties the conduct of their respective businesses has not infringed, misappropriated or otherwise violated any Company Intellectual Property; (iii) there Property of others in any material respect. There is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party (i) challenging the Company’s or its subsidiaries’ any subsidiary of the Company’s rights in or to any Company of their owned or licensed Intellectual Property; (ivii) there is no pending oralleging that the Company or any of its subsidiaries has infringed, to the Company’s knowledge, threatened action, suit, proceeding misappropriated or claim by otherwise violated or conflicted with any Intellectual Property of any third party party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property of the Company Intellectual Property; or any of its subsidiaries, and in the case of each of (vi), (ii) there and (iii), the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim claim. All Intellectual Property owned by any the Company or its subsidiaries is valid and enforceable to the knowledge of the Company, is owned solely by the Company or its subsidiaries, is owned free and clear of all liens, encumbrances, defects and other restrictions, except as may be limited by a court in equity or pursuant to the laws of bankruptcy, insolvency or other similar laws, and to the knowledge of the Company, no third party alleging that the Company and its subsidiary infringes has infringed, misappropriated or otherwise violates violated any Intellectual Property rights owned by or exclusively licensed to the Company or any of any third party; and (vi) the its subsidiaries. The Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company at all times maintained the confidentiality of all Intellectual Property, the value of which to the Company or any of its subsidiaries is contingent upon maintaining the confidentiality thereof. All founders, current and former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company or any of its subsidiaries have signed confidentiality and invention assignment agreements with the Company pursuant to which the Company either (i) has obtained ownership of and is the exclusive owner of such Intellectual Property, or (ii) has obtained a valid right to exploit such Intellectual Property, sufficient for the conduct of its business as currently conducted and as proposed to be conducted, in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Title to Intellectual Property. The Company and its subsidiaries ownown or possesses all inventions, possesspatent applications, license or otherwise have rights to use all patents, trademarks (both registered and service marksunregistered), trade names, service names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, 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”) necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company and or any of its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancessubsidiaries; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the Company’s or any of its subsidiaries’ rights in or to any Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging others that the Company and or any of its subsidiary infringes subsidiaries infringe or otherwise violates violate, or would, upon the commercialization of any Intellectual Property 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 third partyfacts which could form a reasonable basis for any such action, suit, proceeding or claim; and (vi) the Company and its subsidiaries have taken commercially reasonable steps complied in all material respects with the terms of each agreement pursuant to maintain which Intellectual Property has been licensed to the Company or any subsidiary, and protect all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses Except as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries ownown or possess, license or have can acquire on reasonable terms, adequate rights to use all patents, patent rights, trademarks, service marks, trade names, domain names, goodwill associated with the foregoing, copyrights, licenses, know-how and other similar intellectual property rights (including, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all registrations and applications for registration of the foregoing (collectively, “Intellectual Property”), in each case necessary for the conduct of the business of the Company Intellectual Property free and clear its subsidiaries taken as whole in all material respects of all adverse claimsas currently conducted and as proposed to be conducted, liens or other encumbrances; (ii) and, to the knowledge of the Company, there is no infringement by third parties the conduct of the businesses of the Company and its subsidiaries has not conflicted with, infringed, misappropriated or otherwise violated any Intellectual Property of any third party in any material respect. The Company Intellectual Property; (iii) there is no pending or, to not aware of any facts that would inform a reasonable basis for a claim that the commercialization of any of the Company’s knowledgeproduct candidates would infringe, threatened action, suit, proceeding misappropriate or claim by otherwise violate any Intellectual Property of any third party challenging the Company’s in any material respect. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or its subsidiaries’ rights in or to other violation of any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by Property of any third party or any written notice challenging the validity, scope or enforceability of their respective patents, trademarks or rights therein, in each case, which would reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any specific facts or combination of facts that cause the Company Intellectual Property; (v) there is no pending or, to reasonably conclude that any of the material patents owned by or licensed to the Company’s knowledge, threatened action, suit, proceeding Company or claim any of its subsidiaries is invalid or unenforceable or that any of the material patent applications owned by any third party alleging that or licensed to the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Propertywould, if issued, be invalid or unenforceable.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have possess adequate rights to use all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, 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 now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”); and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, the Company and its subsidiaries have not received any notice of any claim of infringement or conflict with any such rights of others, and the Company is unaware of any facts that would form a reasonable basis for any such claim. To the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property, except as such infringement, misappropriation or violation would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) The Intellectual Property owned by the Company and its subsidiaries ownand, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company the Intellectual Property; (iii) Property licensed to the Company, have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the Company’s validity or its subsidiaries’ rights in or to scope of any Company such Intellectual Property; (iv) there , and the Company is no pending or, to unaware of any facts which would form a reasonable basis for any such claim. To the Company’s knowledge, threatened action, suit, proceeding no employee of the Company is in or claim by any third party challenging the validity, scope or enforceability has ever been in violation of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company Intellectual Property; (v) there is no pending or, to or actions undertaken by the employee while employed with the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license each Subsidiary own or otherwise have possess adequate rights to use all patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual PropertyProperty Rights”) necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”)currently conducted, except as would not reasonably be expected to have a Material Adverse Effect. In each caseEffect and, except as set forth in to the Registration StatementCompany’s knowledge, the Pricing Disclosure Package conduct of their respective businesses does not infringe, misappropriate or otherwise conflict with any Intellectual Property Rights of others. The Company and the ProspectusSubsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any Intellectual Property Rights of others, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging others that the Company’s Company or its subsidiaries’ rights in the Subsidiaries infringes, misappropriates or to any Company otherwise conflicts with the Intellectual Property; (iv) there Property Rights of others. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the validity, scope validity or enforceability of any Intellectual Property Rights that are material to the conduct of the businesses of the Company and the Subsidiaries, and none of the patents owned by the Company or any of the Subsidiaries has been adjudged to be invalid or unenforceable in whole or in part. The Company is not aware of any infringement, misappropriation or violation by third parties of any Intellectual Property; (v) there is no pending orProperty Rights owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect. For purposes of this section, the term “to the Company’s knowledge” includes without limitation, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights knowledge of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual PropertyCompany’s chief legal officer.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have possess adequate rights to use use, on reasonable terms, all patents, trademarks patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, 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 as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably to be expected to have a Material Adverse Effectconducted. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have There are no rights of third parties to use all Company any such Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesProperty; (ii) to the knowledge of the Company, there is no material infringement by third parties of any Company such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the Company’s ’s, or any of its subsidiaries’ ’, rights in or to to, or that interferes with the issued or pending claims to, any Company such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the validity, validity or scope or enforceability of any Company 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 Company’s knowledge, or threatened action, suit, proceeding or claim by any third party alleging others that the Company and or any of its subsidiary subsidiaries infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of any third party; others, and (vi) the Company and its subsidiaries have taken commercially is unaware of any other fact which would form a reasonable steps to maintain and protect Company Intellectual Propertybasis for any such claim.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license each Subsidiary (i) owns or otherwise have rights possesses a right to use all patents, trademarks and patent applications, trademarks, service marks, domain names, trade names, trademark registrations, service xxxx registrations, copyrights, domain names (in each case including all registrations licenses, formulae, customer lists, and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectivelyincluding trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, the “Intellectual Property”) necessary for the conduct of their respective businesses as now presently being conducted or and as proposed to be conducted described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus (“Company Intellectual Property”)Prospectus, except as where the failure to own or possess the right to use would not reasonably be expected to have a Material Adverse Effect and (ii) have no reason to believe that the conduct of their respective businesses does or will conflict with, and have not received any notice of any claim of conflict with, any such right of others (except where such conflict with any such right of others would not reasonably be expected to have a Material Adverse Effect). In each case, except Except as set forth disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, and except Prospectus or as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company’s knowledge, there is no infringement by third parties of any Intellectual Property of the Company Intellectual Propertyor any Subsidiary; (iii) except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, or as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by any third party others challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property of the Company Intellectual Propertyor any Subsidiary; (iv) and except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, or as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging others that the Company and its subsidiary or any Subsidiary infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Propertyothers.

Title to Intellectual Property. The Company and its subsidiaries own, possessor have obtained valid and enforceable licenses for, license or otherwise have rights to use all the inventions, patent applications, patents, trademarks and service markstrademarks, trade names, service names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how secrets and other intellectual property (collectively, described in each of the “Intellectual Property”) Time of Sale Information and the Offering Memorandum as being owned or licensed by them or which are necessary for the conduct of their respective businesses as now currently conducted or as currently proposed to be conducted in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus Offering Memorandum (collectively, “Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in To the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, 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 each of the Time of Sale Information and the Offering Memorandum as licensed to the Company or any of its subsidiaries, and the Company and each of its subsidiaries own, license or have rights taken all reasonable steps necessary to use all Company secure their respective interests in the Intellectual Property free from their respective employees and clear in all respects of all adverse claims, liens or other encumbrancescontractors; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) neither the Company nor any of its subsidiaries is infringing the intellectual property rights of third parties; (iv) the Company and each of its subsidiaries is the sole owner or co-owner of the Intellectual Property owned by it and has the valid right to use such Intellectual Property; and (v) no employee of the Company or any of its subsidiaries 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 or such subsidiary. Except as described in each of the Time of Sale Information and the Offering Memorandum, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others: (x) challenging the Company’s or any of its subsidiaries’ rights in or to any Company Intellectual Property; (ivy) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property; or (vz) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging asserting that either the Company and or any of its subsidiary subsidiaries infringes or otherwise violates violates, or would, upon the commercialization of any Intellectual Property product or service described in each of the Time of Sale Information and the Offering Memorandum as under development, infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of any third party; and (vi) the others. The Company and each of its subsidiaries have taken commercially reasonable steps complied with the terms of each agreement pursuant to maintain which Intellectual Property has been licensed to the Company or such subsidiary, and protect all such agreements are in full force and effect. The clinical product candidates and other material product candidates described in each of the Time of Sale Information and the Offering Memorandum as under development by the Company Intellectual Propertyfall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any of its subsidiaries.

Title to Intellectual Property. The To the knowledge of the Company, (i) the Company and its subsidiaries and the Acquired Company and its subsidiaries own, possesspossess or can acquire on reasonable terms, license or otherwise have adequate rights to use all patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, ) 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 as now currently conducted or by the Company and the Acquired Company, respectively, and as proposed expected to be conducted in by the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesCompany; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company such Intellectual PropertyProperty by any third parties; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party challenging the Company’s or its subsidiaries’ or the Acquired Company’s or its subsidiaries’ rights in or to any Company such Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company such Intellectual Property; (v) there is no pending or, to the current and expected conduct of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates subsidiaries’ and the Acquired Company’s and its subsidiaries’ respective businesses will not conflict in any Intellectual Property material respect with any such rights of any third partyothers; and (vi) none of the Company and or its subsidiaries or the Acquired Company or its subsidiaries have taken commercially reasonable steps received any notice of any claim of infringement or conflict with any such rights of others, except, in each case, where the same would not reasonably be expected to maintain and protect Company Intellectual Propertyhave a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses Except as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries ownown or possess, license or have can acquire on reasonable terms, adequate rights to use all patents, patent rights, trademarks, service marks, trade names, domain names, goodwill associated with the foregoing, copyrights, licenses, know-how and other similar intellectual property rights (including, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all registrations and applications for registration of the foregoing (collectively, “Intellectual Property”), in each case necessary for the conduct of the business of the Company Intellectual Property free and clear its subsidiaries taken as whole in all material respects of all adverse claimsas currently conducted and as proposed to be conducted, liens or other encumbrances; (ii) and, to the knowledge of the Company, there is no infringement by third parties the conduct of the businesses of the Company and its subsidiaries has not conflicted with, infringed, misappropriated or otherwise violated any Intellectual Property of any third party in any material respect. The Company Intellectual Property; (iii) there is no pending or, to not aware of any facts that would inform a reasonable basis for a claim that the commercialization of any of the Company’s knowledgeproduct candidates would infringe, threatened action, suit, proceeding misappropriate or claim by otherwise violate any Intellectual Property of any third party challenging the Company’s in any material respect. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or its subsidiaries’ rights in or to other violation of any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by Property of any third party or any written notice challenging the validity, scope or enforceability of their respective patents or rights therein, in each case, which would reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any specific facts or combination of facts that cause the Company Intellectual Property; (v) there is no pending or, to reasonably conclude that any of the material patent applications owned by or licensed to the Company’s knowledge, threatened action, suit, proceeding Company or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Propertywould, if issued, be invalid or unenforceable.

Title to Intellectual Property. The Company and its subsidiaries own, possessor have obtained valid and enforceable licenses for, license or otherwise have rights to use all the inventions, patent applications, patents, trademarks and service markstrademarks, trade names, service names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how secrets and other intellectual property (collectively, the “Intellectual Property”) necessary for the to conduct of their respective businesses as now conducted or or, as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as currently proposed to be conducted (collectively, “Intellectual Property”). Except as would not reasonably be expected to have result in a Material Adverse Effect, (i) to the Company and its subsidiaries ownCompany’s knowledge, license or there are no third parties who have rights to use all Company any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property free that is disclosed in the Registration Statement, the Pricing Disclosure Package and clear in all respects of all adverse claims, liens or other encumbrances; (ii) the Prospectus as licensed to the knowledge Company or one or more of its subsidiaries. Except as previously disclosed to the Representatives, to the Company’s knowledge, there is no infringement by third parties of any Company Intellectual Property; (iii) there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others: (A) challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by that would individually, or in the aggregate, together with any third party other claims in this subsection (u), reasonably be expected to result in a Material Adverse Effect; (B) challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property; (v) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by that would individually, or in the aggregate, together with any third party alleging other claims in this subsection (u), reasonably be expected to result in a Material Adverse Effect; or (C) asserting that the Company and or any of its subsidiary subsidiaries infringes or otherwise violates violates, or would, upon the commercialization of any Intellectual Property product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any third party; and facts which would form a reasonable basis for any such action, suit, proceeding or claim that would individually, or in the aggregate, together with any other claims in this subsection (vi) the u), reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have taken commercially reasonable steps complied with the material terms of each agreement pursuant to maintain which Intellectual Property has been licensed to the Company or any subsidiary, and protect all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as currently under development by the Company Intellectual Propertyor any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have possess adequate rights to use use, on reasonable terms, all patents, trademarks patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, 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 as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably to be expected to have a Material Adverse Effectconducted. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have There are no rights of third parties to use all Company any such Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesProperty; (ii) to the knowledge of the Company, there is no material infringement by third parties of any Company such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the Company’s ’s, or any of its subsidiaries’ ’, rights in or to to, or that interferes with the issued or pending claims to, any Company such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the validity, validity or scope or enforceability of any Company 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 Company’s knowledge, or threatened action, suit, proceeding or claim by any third party alleging others that the Company and or any of its subsidiary subsidiaries infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of any third party; others, and (vi) the Company and its subsidiaries have taken commercially is unaware of any other fact which would form a reasonable steps to maintain and protect Company Intellectual Propertybasis for any such claim.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license subsidiary own or otherwise have possess valid and enforceable rights to use all patents, trademarks and trademarks, service marks, trade names, domain names, copyrights, domain names licenses and know-how (in each case including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all other similar intellectual property or proprietary rights throughout the world (including all registrations and applications to register same)for registration of, inventionsand all goodwill associated with, trade secrets, technology, know-how and other intellectual property the foregoing) (collectively, the “Intellectual Property”) ), and, in each case necessary for or material to, and sufficient for, the conduct of their respective businesses as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company to be conducted, and, to the knowledge of the Company, the conduct of its and its subsidiary’s respective businesses has not infringed, misappropriated or otherwise violated any Intellectual Property”)Property of any third party in any material respect, except and, to the knowledge of the Company, the future conduct of its and its subsidiary’s respective businesses as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, will not infringe, misappropriate or otherwise violate any Intellectual Property of any third party in any material respect. Except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by any third party (i) challenging the Company’s or its subsidiary’s rights in or to any of their respective owned or licensed Intellectual Property; (ii) alleging that the Company or its subsidiary has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party; or (iii) challenging the ownership, validity, scope or enforceability of any Intellectual Property of the Company or its subsidiary, and in the case of each of (i), (ii) and (iii), the Company is not aware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. In each caseExcept as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned by the Company or its subsidiary is (x) except as set forth disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, valid and except enforceable, (y) owned solely by the Company or its subsidiary, and (z) owned free and clear of all liens, encumbrances, defects and other restrictions. Except as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by third parties of any Company Intellectual Property; (iii) there is no pending or, or exclusively licensed to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s Company or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the subsidiary. The Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps actions necessary to maintain and protect all Intellectual Property owned by the Company or its subsidiary, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company and its subsidiary have at all times taken all reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property owned or licensed by the Company or its subsidiary, the value of which to the Company or its subsidiary is contingent upon maintaining the confidentiality thereof. All founders, current and former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company or its subsidiary have signed confidentiality and invention assignment agreements with the Company or its subsidiary, as applicable, pursuant to which the Company or its subsidiary either has obtained (A) ownership of and is the exclusive owner of such Intellectual Property or (B) a valid right to exploit such Intellectual Property, in each case sufficient for the conduct of its business as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have possess adequate rights to use use, on reasonable terms, all patents, trademarks patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, 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 as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably to be expected to have a Material Adverse Effectconducted. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have There are no rights of third parties to use all Company any such Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesProperty; (ii) to the knowledge of the Company, there is no material infringement by third parties of any Company such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the Company’s ’s, or any of its subsidiaries’ ’, rights in or to to, or that interferes with the issued or pending claims to, any Company such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the validity, validity or scope or enforceability of any Company 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 Company’s knowledge, or threatened action, suit, proceeding or claim by any third party alleging others that the Company and or any of its subsidiary subsidiaries infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of any third party; others, and (vi) the Company and its subsidiaries have taken commercially is unaware of any other fact which would form a reasonable steps to maintain and protect Company Intellectual Propertybasis for any such claim.

Title to Intellectual Property. The Except as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, the Company and its subsidiaries own, possess, license own or otherwise have possess valid rights to use all patentsintellectual property rights throughout the world, trademarks and including all trademarks, service marks, trade names, copyrightsdomain names, domain names and all goodwill associated with the foregoing, patents, patent rights, inventions, copyrights and copyrightable works, licenses, technology, know-how, trade secrets and other intellectual property and proprietary or confidential information, systems or procedures (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property for registration of the foregoing) (collectively, the “Intellectual Property”) necessary for or material to the conduct of their respective businesses its business as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package Prospectus, and the Prospectus (“Company Time of Sale Information to be conducted, and, to the knowledge of the Company, the conduct of its business has not infringed, misappropriated or otherwise violated any Intellectual Property”)Property of others in any material respect, except and, to the knowledge of the Company, the future conduct of its business as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except the Time of Sale Information to be conducted, will not infringe, misappropriate or otherwise violate any Intellectual Property of others in any material respect. Except as would not not, individually or in the aggregate, if determined adversely to the Company, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party (i) challenging the Company’s or its subsidiaries’ rights in or to any Company of their owned or licensed Intellectual Property; (ivii) there is no pending oralleging that the Company has infringed, to the Company’s knowledge, threatened action, suit, proceeding misappropriated or claim by otherwise violated or conflicted with any Intellectual Property of any third party party; or (iii) challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to Property of the Company’s knowledge, threatened and in the case of each of (i), (ii) and (iii), the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim claim. Except as disclosed in the Prospectus and the Time of Sale Information, or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned by any the Company is valid and enforceable, is owned solely by the Company, is owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party alleging that the Company and its subsidiary infringes has infringed, misappropriated or otherwise violates violated any Intellectual Property rights of any third party; and (vi) owned by or exclusively licensed to the Company. The Company and its subsidiaries have taken commercially reasonable steps actions necessary to maintain and protect all material registered Intellectual Property (including all applications therefor) owned by the Company, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company and its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof. Except as would not, individually or in the aggregate have a Material Adverse Effect, all founders, current and former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company have signed confidentiality and invention assignment agreements with the Company pursuant to which the Company either (i) has obtained ownership of and is the exclusive owner of such Intellectual Property, or (ii) has obtained a valid right to exploit such Intellectual Property, sufficient for the conduct of its business as currently conducted and as proposed in the Registration Statement, the Prospectus, and the Time of Sale Information to be conducted.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses Except as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and except its subsidiaries own or possess valid rights to use all intellectual property rights throughout the world, including all trademarks, service marks, trade names, domain names, and all goodwill associated with the foregoing, patents, patent rights, inventions, copyrights and copyrightable works, licenses, technology, know-how, trade secrets and other intellectual property and proprietary or confidential information, systems or procedures (including all registrations and applications for registration of the foregoing) (collectively, “Intellectual Property”) necessary for or material to the conduct of its business as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, and, to the knowledge of the Company, the conduct of its business has not infringed, misappropriated or otherwise violated any Intellectual Property of others in any material respect, and, to the knowledge of the Company, the future conduct of its business as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, will not infringe, misappropriate or otherwise violate any Intellectual Property of others in any material respect. Except as would not not, individually or in the aggregate, if determined adversely to the Company, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party (i) challenging the Company’s or its subsidiaries’ rights in or to any Company of their owned or licensed Intellectual Property; (ivii) there is no pending oralleging that the Company has infringed, to the Company’s knowledge, threatened action, suit, proceeding misappropriated or claim by otherwise violated or conflicted with any Intellectual Property of any third party party; or (iii) challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to Property of the Company’s knowledge, threatened and in the case of each of (i), (ii) and (iii), the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim claim. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned by any the Company is valid and enforceable, is owned solely by the Company, is owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party alleging that the Company and its subsidiary infringes has infringed, misappropriated or otherwise violates violated any Intellectual Property rights of any third party; and (vi) owned by or exclusively licensed to the Company. The Company and its subsidiaries have taken commercially reasonable steps actions necessary to maintain and protect all material registered Intellectual Property (including all applications therefor) owned by the Company, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company and its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof. Except as would not, individually or in the aggregate have a Material Adverse Effect, all founders, current and former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company have signed confidentiality and invention assignment agreements with the Company pursuant to which the Company either (i) has obtained ownership of and is the exclusive owner of such Intellectual Property, or (ii) has obtained a valid right to exploit such Intellectual Property, sufficient for the conduct of its business as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license owns or otherwise have possesses adequate rights to use all patentstrademarks, trademarks and service marks, trade names, domain names, patents, patent rights, inventions, copyrights, domain names licenses, know how (in each case including trade secrets and other intellectual property and unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all similar types of intellectual property and proprietary rights (including all registrations and applications to register same)for registration of, inventionsand all goodwill associated with, trade secrets, technology, know-how and other intellectual property any of the foregoing) (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses its business as now currently conducted or and as proposed to be conducted in conducted. To the Registration StatementCompany’s knowledge, the Pricing Disclosure Package Company has not infringed, misappropriated, or otherwise violated any Intellectual Property of any third party in any material respect, and neither the Prospectus (“Company Intellectual Property”)manufacture, except as would not reasonably be expected to have a Material Adverse Effect. In each caseuse or sale of, except as set forth nor any other exploitation of, any of the discoveries, inventions, products, product candidates or processes described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effectmaterially infringe, (i) the Company and its subsidiaries own, license misappropriate or have rights to use all Company otherwise violate any Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there third party. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party (i) challenging the Company’s or its subsidiaries’ rights in or to to, or alleging the violation of any Company of the terms of, any of its rights in or any of its Intellectual Property; , (ivii) there is no pending orchallenging the validity, enforceability or scope of any Intellectual Property owned by or exclusively licensed to the Company’s knowledge, threatened or (iii) alleging that the Company has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party, except, in the case of clauses (i), (ii) and (iii) above, for any action, suit, proceeding or claim that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (x) there are no rights of third parties to any of the Intellectual Property owned or purported to be owned by the Company except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (y) there is no infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by any third party challenging the validity, scope or enforceability of any Company of the Intellectual Property; (v) there is no pending or, to Property of the Company’s knowledge, threatened action, suit, proceeding and (z) none of the Intellectual Property used or claim held for use by any third party alleging that the Company and in its subsidiary infringes business has been obtained or otherwise violates is being used or held for use by the Company in violation of any Intellectual Property contractual obligation binding on the Company or in violation of any rights of any third party; . Except as disclosed in the Registration Statement, the Pricing Disclosure Package and (vi) the Prospectus, all Intellectual Property owned or purported to be owned by the Company is solely owned by the Company free and its subsidiaries have clear of all liens, encumbrances, defects and other restrictions. All licenses pursuant to which any Intellectual Property is licensed to the Company are held by the Company free and clear of all liens and free of any restrictions that would materially conflict with the conduct of the business of the Company. The Company is not aware of any facts that would support a finding that any of the Intellectual Property owned by or licensed to the Company is invalid or unenforceable and, to the knowledge of the Company, all such Intellectual Property is valid and enforceable. The Company has at all times taken commercially reasonable steps in accordance with customary industry practice to maintain the confidentiality of all Intellectual Property the value of which to the Company is contingent upon maintaining the confidentiality thereof. All founders, current and protect former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company have signed confidentiality and invention assignment agreements with the Company, pursuant to which the Company either has obtained ownership of and is the exclusive owner of such Intellectual Property, or has obtained a valid right to exploit such Intellectual Property, in each case, to the extent sufficient for the conduct of its business as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have possess or can acquire on commercially reasonable terms adequate rights to use all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other material 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 necessary for the conduct of their respective businesses as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would and the conduct of their respective businesses will not conflict in any material respect with any such rights of others. The Company and its subsidiaries have not received any notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its Intellectual Property that could reasonably be expected to have a Material Adverse Effect. In each case, except Except as set forth described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) to the Company and its subsidiaries ownCompany’s knowledge, license there are no third parties who have ownership rights or have rights to use all Company any Intellectual Property, except for (A) the retained rights of the owners of Intellectual Property free which is licensed to the Company or its subsidiaries and clear (B) the rights of customers and channel partners to use Intellectual Property in all respects of all adverse claimsthe ordinary course, liens or other encumbrances; consistent with past practice, (ii) to the knowledge of the Company, there is no infringement pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by third parties others challenging the Company’s rights or any of its subsidiaries’ rights in or to any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the Company’s validity, enforceability or its subsidiaries’ rights in or to scope of any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any third party challenging the validity, scope of its subsidiaries infringes or enforceability misappropriates any intellectual property or other proprietary rights of any Company Intellectual Propertyothers; and (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding no Intellectual Property has been obtained or claim is being used by any third party alleging that the Company and or any of its subsidiary infringes subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise violates any Intellectual Property in violation of the rights of any third party; and persons, except, in the case of each of (vii) through (v) above, where the outcome of which would not be expected to have a Material Adverse Effect. The Company and its subsidiaries have taken commercially reasonable steps necessary to maintain secure interests in the Intellectual Property developed by their employees, consultants, agents and protect 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 Intellectual Property owned by the Company Intellectual Propertyor 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 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 Open Source Materials, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has used or distributed any Open Source Materials in a manner that requires or has required (i) the Company or any of its subsidiaries to permit reverse engineering of any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries; or (ii) any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries, to be (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributed at no charge, except, in the case of each of (i) and (ii) above, such as would not reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. The Except as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, the Company and its subsidiaries own, possess, license own or otherwise have possess valid rights to use all patentsintellectual property rights throughout the world, trademarks and including all trademarks, service marks, trade names, copyrightsdomain names, domain names and all goodwill associated with the foregoing, patents, ​ ​ patent rights, inventions, copyrights and copyrightable works, licenses, technology, know-how, trade secrets and other intellectual property and proprietary or confidential information, systems or procedures (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property for registration of the foregoing) (collectively, the “Intellectual Property”) necessary for or material to the conduct of their respective businesses its business as now currently conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package Prospectus, and the Prospectus (“Company Time of Sale Information to be conducted, and, to the knowledge of the Company, the conduct of its business has not infringed, misappropriated or otherwise violated any Intellectual Property”)Property of others in any material respect, except and, to the knowledge of the Company, the future conduct of its business as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except the Time of Sale Information to be conducted, will not infringe, misappropriate or otherwise violate any Intellectual Property of others in any material respect. Except as would not not, individually or in the aggregate, if determined adversely to the Company and its subsidiaries, considered as one entity, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party (i) challenging the Company’s Company or its subsidiaries’ rights in or to any Company of their owned or licensed Intellectual Property; (ivii) there is no pending oralleging that the Company or any of its subsidiaries has infringed, to the Company’s knowledge, threatened action, suit, proceeding misappropriated or claim by otherwise violated or conflicted with any Intellectual Property of any third party party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property of the Company Intellectual Property; or its subsidiaries, and in the case of each of (vi), (ii) there and (iii), the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim claim. Except as disclosed in the Prospectus and the Time of Sale Information, or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned by any the Company or its subsidiaries is valid and enforceable, is owned solely by the Company or its subsidiaries, is owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party alleging that has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or its subsidiaries. The Company and its subsidiary infringes or otherwise violates any subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property rights has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of any third party; and (vi) the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken commercially reasonable steps actions necessary to maintain and protect all material registered Intellectual Property (including all applications therefor) owned by the Company or its subsidiaries, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company and its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof. Except as would not, individually or in the aggregate have a Material Adverse Effect, all founders, current and former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company or its subsidiaries have signed confidentiality and invention assignment agreements with the Company or its subsidiaries pursuant to which the Company or any of its subsidiaries either (i) has obtained ownership of and is the exclusive owner of such Intellectual Property, or (ii) has obtained a valid right to exploit such Intellectual Property, sufficient for the conduct of its business as currently conducted and as proposed in the Registration Statement, the Prospectus, and the Time of Sale Information to be conducted. To the Company’s knowledge, no ​ ​ employee of the Company or its subsidiaries 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 or its subsidiaries, except for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 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 in all material respects.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except Except as would not reasonably be expected to have a Material Adverse Effect. In each caseexpected, except as set forth individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license own or have possess adequate rights to use all material patents, patent rights and applications, copyrights, trademarks, service marks, trade names, internet domain names, technology, confidential information, trademark registrations, service xxxx registrations, licenses, software, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property and proprietary rights necessary to, or used in connection with, the conduct of their businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (collectively, the “Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesProperty”); (ii) to the knowledge of the Company, there is no infringement by third parties none of any the Company Intellectual Property; Property owned by the Company or its subsidiaries is invalid or unenforceable and neither the Company nor any of its subsidiaries has received any written challenge (iiiincluding without limitation, notices of expiration) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding validity or claim by enforceability thereof from any third party challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company governmental authority and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps made all filings and paid all fees necessary to maintain and protect any Company Intellectual PropertyProperty owned by any of them for the conduct of their business as currently conducted and in the manner set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and (iii) neither the Company nor any of its subsidiaries has received any written notice of any claim of infringement or misappropriation of intellectual property rights of others by the Company or any of its subsidiaries. As of the date hereof, the Company’s collection and use of personally identifiable information is in compliance with applicable laws, market standards, the Company’s privacy policies and contracts to which the Company is a party pertaining thereto, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. The Except as described in the Registration Statement, Pricing Disclosure Package and Prospectus or as would not reasonably be expected to result in a Material Adverse Effect, the Company and its subsidiaries own, possess, license own or otherwise have possess adequate rights to use all material patents, trademarks and patent applications, trademarks, service marks, trade names, applications for trademark, service xxxx and trade name registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other technology and intellectual property rights (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now currently conducted or and as proposed to be conducted conducted. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except and as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth result in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries ownno action, license suit, proceeding or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claimsclaim, liens or other encumbrances; including requests for indemnification, (iicollectively, “Action”) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened actionthreatened, suitalleging that the Company or any of its subsidiaries is infringing, proceeding misappropriating, diluting or claim by any third party challenging otherwise violating (collectively, “Infringing”) the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; Property of others, (ivii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any no third party challenging is Infringing any Intellectual Property owned by the validityCompany or any of its subsidiaries and (iii) no Action is pending, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened actionthreatened, suitagainst Company or any of its subsidiaries challenging the validity, proceeding enforceability, scope, or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates ownership of any Intellectual Property rights owned by the Company or any of any third party; and its subsidiaries (vi) with the exception of office actions in connection with applications for the registration or issuance of such Intellectual Property). The Company and its subsidiaries have taken commercially reasonable steps actions to maintain and protect Company their material Intellectual Property, except where the failure to take such actions would not reasonably be expected to result in a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license owns or otherwise have possesses adequate rights to use all patentstrademarks, trademarks and service marks, trade names, domain names, patents, patent rights, inventions, copyrights, domain names licenses, know-how (in each case including trade secrets and other intellectual property and unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all similar types of intellectual property and proprietary rights (including all registrations and applications to register same)for registration of, inventionsand all goodwill associated with, trade secrets, technology, know-how and other intellectual property any of the foregoing) (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses its business as now currently conducted or and as proposed to be conducted in conducted. To the Registration StatementCompany’s knowledge, the Pricing Disclosure Package Company has not infringed, misappropriated, or otherwise violated any Intellectual Property of any third party in any material respect, and neither the Prospectus (“Company Intellectual Property”)manufacture, except as would not reasonably be expected to have a Material Adverse Effect. In each caseuse or sale of, except as set forth nor any other exploitation of, any of the discoveries, inventions, products, product candidates or processes described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effectmaterially infringe, (i) the Company and its subsidiaries own, license misappropriate or have rights to use all Company otherwise violate any Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there third party. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party (i) challenging the Company’s or its subsidiaries’ rights in or to to, or alleging the violation of any Company of the terms of, any of its rights in or any of its Intellectual Property; , (ivii) there is no pending orchallenging the validity, enforceability or scope of any Intellectual Property owned by or exclusively licensed to the Company’s knowledge, threatened or (iii) alleging that the Company has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party, except, in the case of clauses (i), (ii) and (iii) above, for any action, suit, proceeding or claim that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (x) there are no rights of third parties to any of the Intellectual Property owned or purported to be owned by the Company except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (y) there is no infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by any third party challenging the validity, scope or enforceability of any Company of the Intellectual Property; (v) there is no pending or, to Property of the Company’s knowledge, threatened action, suit, proceeding and (z) none of the Intellectual Property used or claim held for use by any third party alleging that the Company and in its subsidiary infringes business has been obtained or otherwise violates is being used or held for use by the Company in violation of any Intellectual Property contractual obligation binding on the Company or in violation of any rights of any third party; . Except as disclosed in the Registration Statement, the Pricing Disclosure Package and (vi) the Prospectus, all Intellectual Property owned or purported to be owned by the Company is solely owned by the Company free and its subsidiaries have clear of all liens, encumbrances, defects and other restrictions. All licenses pursuant to which any Intellectual Property is licensed to the Company are held by the Company free and clear of all liens and free of any restrictions that would materially conflict with the conduct of the business of the Company. The Company is not aware of any facts that would support a finding that any of the Intellectual Property owned by or licensed to the Company is invalid or unenforceable and, to the knowledge of the Company, all such Intellectual Property is valid and enforceable. The Company has at all times taken commercially reasonable steps in accordance with customary industry practice to maintain the confidentiality of all Intellectual Property the value of which to the Company is contingent upon maintaining the confidentiality thereof. All founders, current and protect former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company have signed confidentiality and invention assignment agreements with the Company, pursuant to which the Company either has obtained ownership of and is the exclusive owner of such Intellectual Property, or has obtained a valid right to exploit such Intellectual Property, sufficient for the conduct of its business as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have other rights to use all foreign and domestic patents, trademarks patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”) ), necessary for the conduct of their respective businesses as now conducted or as proposed in the Prospectus to be conducted conducted. Except as set forth in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus (“Company Intellectual Property”), except as where such violations or infringements would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth result in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (ia) the Company and its subsidiaries own, license or have there are no rights of third parties to use all Company any such Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesProperty; (iib) to the knowledge of the Company’s knowledge, there is no infringement by third parties of any Company such Intellectual Property; (iiic) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the Company’s or and its subsidiaries’ rights in or to any Company such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ivd) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the validity, validity or scope or enforceability of any Company such Intellectual Property; and (ve) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging others that the Company and its subsidiary infringes subsidiaries infringe or otherwise violates violate any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of any third party; others, and (vi) the Company and its subsidiaries have taken commercially is unaware of any other fact which would form a reasonable steps to maintain and protect Company Intellectual Propertybasis for any such claim.

Title to Intellectual Property. The Except as set forth in the Prospectus, the Company and its subsidiaries Subsidiaries own, possess, license or otherwise have other rights to use all foreign and domestic patents, trademarks patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”) ), necessary for the conduct of their respective businesses as now conducted or as proposed in the Prospectus to be conducted except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected (a) there are no rights of third parties to have a Material Adverse Effect, (i) any such Intellectual Property owned by the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesSubsidiaries; (iib) to the knowledge of the Company’s knowledge, there is no infringement by third parties of any Company such Intellectual Property; (iiic) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property; (d) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any third party challenging the Company’s patent, trademark, copyright, trade secret or its subsidiaries’ other proprietary rights in or to any Company Intellectual Propertyof others; (ivf) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, 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) have been commenced against any patent or patent application described in the Prospectus as being owned by or licensed to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vig) the Company and its subsidiaries Subsidiaries have taken commercially all reasonable steps necessary to maintain and protect Company 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 result in a Material Adverse Effect.

Title to Intellectual Property. The Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, the Company and its subsidiaries Subsidiaries own, possess, license or otherwise have other rights to use all foreign and domestic patents, trademarks patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”) ), necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company to be conducted except to the extent that the failure to own or possess adequate rights to use such Intellectual Property”)Property would not, except as would not reasonably be expected to individually or in the aggregate, have a Material Adverse Effect. In each case, except Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected (a) there are no rights of third parties to have a Material Adverse Effect, (i) any such Intellectual Property owned by the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesSubsidiaries; (iib) to the knowledge of the Company’s knowledge, there is no infringement by third parties of any Company such Intellectual Property; (iiic) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property; (d) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any third party challenging the Company’s patent, trademark, copyright, trade secret or its subsidiaries’ other proprietary rights in or to any Company Intellectual Propertyof others; (ivf) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending orthird-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) have been commenced against any patent or patent application described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by or licensed to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vig) the Company and its subsidiaries Subsidiaries have taken commercially all reasonable steps necessary to maintain and protect Company 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 result in a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses Except as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company owns or possesses valid rights to use all patents, trademarks, service marks, trade names, domain names, copyrights, licenses and except know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all other similar intellectual property or proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, the foregoing) (collectively, “Intellectual Property”), and, in each case necessary for or material to, and sufficient for, the conduct of its business as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, and, to the knowledge of the Company, the conduct of its business has not infringed, misappropriated or otherwise violated any Intellectual Property of any third party in any material respect, and, to the knowledge of the Company, the future conduct of its business as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, will not infringe, misappropriate or otherwise violate any Intellectual Property of any third party in any material respect. Except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party (i) challenging the Company’s or its subsidiaries’ rights in or to any Company of their owned or licensed Intellectual Property; (ivii) there is no pending oralleging that the Company has infringed, to the Company’s knowledge, threatened action, suit, proceeding misappropriated or claim by otherwise violated or conflicted with any Intellectual Property of any third party party; or (iii) challenging the ownership, validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to Property of the Company’s knowledge, threatened and in the case of each of (i), (ii) and (iii), the Company is not aware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim claim. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned by any the Company is valid and enforceable, is owned solely by the Company, is owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party alleging that the Company and its subsidiary infringes has infringed, misappropriated or otherwise violates violated any Intellectual Property rights of any third party; and (vi) owned by or exclusively licensed to the Company. The Company and its subsidiaries have has taken commercially reasonable steps actions necessary to maintain and protect all Intellectual Property (including all registrations and applications for registration therefor) owned by the Company, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company has at all times taken all reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property owned or licensed by the Company, the value of which to the Company is contingent upon maintaining the confidentiality thereof. All founders, current and former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company have signed confidentiality and invention assignment agreements with the Company pursuant to which the Company either (i) has obtained ownership of and is the exclusive owner of such Intellectual Property or (ii) has obtained a valid right to exploit such Intellectual Property, sufficient for the conduct of its business as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license subsidiary own or otherwise have possess valid and enforceable rights to use all patents, trademarks and trademarks, service marks, trade names, domain names, copyrights, domain names licenses and know-how (in each case including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all other similar intellectual property or proprietary rights (including all registrations and applications to register same)for registration of, inventionsand all goodwill associated with, trade secrets, technology, know-how and other intellectual property the foregoing) (collectively, the “Intellectual Property”) ), and, in each case necessary for or material to, and sufficient for, the conduct of their respective businesses as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus (“Company Time of Sale Information to be conducted, and, to the knowledge of the Company, the conduct of its and its subsidiary’s respective businesses has not infringed, misappropriated or otherwise violated any Intellectual Property”)Property of any third party in any material respect, except and, to the knowledge of the Company, the future conduct of its and its subsidiary’s respective businesses as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth proposed in the Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusTime of Sale Information to be conducted, and except will not infringe, misappropriate or otherwise violate any Intellectual Property of any third party in any material respect. Except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party (i) challenging the Company’s or its subsidiaries’ subsidiary’s rights in or to any Company of their respective owned or licensed Intellectual Property; (ivii) there is no pending oralleging that the Company or its subsidiary has infringed, to the Company’s knowledge, threatened action, suit, proceeding misappropriated or claim by otherwise violated or conflicted with any Intellectual Property of any third party party; or (iii) challenging the ownership, validity, scope or enforceability of any Intellectual Property of the Company Intellectual Property; or its subsidiary, and in the case of each of (vi), (ii) there and (iii), the Company is no pending or, to the Company’s knowledge, threatened not aware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim claim. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned by any the Company or its subsidiary is (x) except as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, valid and enforceable, (y) owned solely by the Company or its subsidiary, and (z) owned free and clear of all liens, encumbrances, defects and other restrictions. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the knowledge of the Company, no third party alleging that has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or its subsidiary. The Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps actions necessary to maintain and protect all Intellectual Property owned by the Company or its subsidiary, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company and its subsidiary have at all times taken all reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property owned or licensed by the Company or its subsidiary, the value of which to the Company or its subsidiary is contingent upon maintaining the confidentiality thereof. All founders, current and former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company or its subsidiary have signed confidentiality and invention assignment agreements with the Company or its subsidiary, as applicable, pursuant to which the Company or its subsidiary either has obtained (A) ownership of and is the exclusive owner of such Intellectual Property or (B) a valid right to exploit such Intellectual Property, in each case sufficient for the conduct of its business as currently conducted and as proposed in the Registration Statement, the Prospectus and the Time of Sale Information to be conducted.

Title to Intellectual Property. The Except as described in the Registration Statement and the Prospectus, the Company and its subsidiaries own, own or possess, license or otherwise have can acquire on reasonable terms, adequate rights to use all patents, trademarks and patent rights, trademarks, service marks, trade names, domain names, goodwill associated with the foregoing, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technologylicenses, know-how and other similar intellectual property rights (including, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all registrations and applications for registration of the foregoing (collectively, the “Intellectual Property”) ), in each case necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) business of the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear taken as whole in all material respects of all adverse claimsas currently conducted and as proposed to be conducted, liens or other encumbrances; (ii) and, to the knowledge of the Company, there is no infringement by third parties the conduct of the businesses of the Company and its subsidiaries has not conflicted with, infringed, misappropriated or otherwise violated any Intellectual Property of any third party in any material respect. The Company Intellectual Property; (iii) there is no pending or, to not aware of any facts that would inform a reasonable basis for a claim that the commercialization of any of the Company’s knowledgeproduct candidates would infringe, threatened action, suit, proceeding misappropriate or claim by otherwise violate any Intellectual Property of any third party challenging the Company’s in any material respect. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or its subsidiaries’ rights in or to other violation of any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by Property of any third party or any written notice challenging the validity, scope or enforceability of their respective patents, trademarks or rights therein, in each case, which would reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, the Company is not aware of any specific facts or combination of facts that cause the Company Intellectual Property; (v) there is no pending or, to reasonably conclude that any of the material patents owned by or licensed to the Company’s knowledge, threatened action, suit, proceeding Company or claim any of its subsidiaries is invalid or unenforceable or that any of the material patent applications owned by any third party alleging that or licensed to the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Propertywould, if issued, be invalid or unenforceable.

Title to Intellectual Property. The Except as would not, individually or in the aggregate, result in a Material Adverse Effect, the Company and its subsidiaries own, own or possess, license or otherwise have can acquire on reasonable terms, adequate rights to use all patents, trademarks and patent applications, trademarks, service marks, trade names, copyrightstrade dress, domain names (in each case including all goodwill associated with the foregoing), inventions, copyrights, software, know-how, trade secrets (including all registrations and applications to register samefor registration of any of the foregoing), inventionspublicity rights, trade secretsprivacy rights, technology, know-how and all other similar types of proprietary intellectual property (collectively, the “Intellectual Property”) rights necessary for the conduct of their respective businesses as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”); and, to the knowledge of the Company, the conduct of their respective businesses does not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Company and its subsidiaries have not received any notice of any claim of infringement or misappropriation of, or conflict with, any such rights of others or any notice challenging the validity, scope, or enforceability of the Intellectual Property or the Company’s or any of its subsidiaries’ rights therein except in each case as would not reasonably be expected to have result in a Material Adverse Effect. In each caseTo the knowledge of the Company, no third party has materially infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries. All Intellectual Property owned by the Company or its subsidiaries is owned solely by the Company or its subsidiaries and is owned free and clear of all liens, encumbrances, defects or other restrictions, except as set forth those liens, encumbrances, defects or other restrictions that (i) do not materially interfere with the use made and proposed to be made of such Intellectual Property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the Registration Statementaggregate, to result in a Material Adverse Effect. To the Pricing Disclosure Package knowledge of the Company, all Intellectual Property that is exclusively licensed to the Company or its subsidiaries is free and clear of all liens and free of any restrictions or defects, except those liens, encumbrances or defects that (1) do not materially interfere with the Prospectususe made and proposed to be made of such Intellectual Property by the Company or any of its subsidiaries, or (2) could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. To the knowledge of the Company, all Intellectual Property owned by or exclusively licensed to the Company is valid and enforceable except as where such invalidity or unenforceability would not reasonably be expected to have result in a Material Adverse Effect, (i) . Neither the Company and nor any of its subsidiaries ownis subject to any judgment, license order, writ, injunction or have rights to use all Company Intellectual Property free and clear in all respects decree of all adverse claimsany court or any federal, liens state, local, foreign or other encumbrances; (ii) governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has the Company or any of its subsidiaries entered into or become a party to the knowledge of the Company, there is no infringement by third parties any agreement made in settlement of any Company Intellectual Property; (iii) there is no pending oror threatened litigation, to the Company’s knowledge, threatened action, suit, proceeding that restricts or claim by any third party challenging the Company’s or impairs its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability use of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of other than any third party; and (vi) the such restrictions that could not reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have taken commercially reasonable steps actions necessary to maintain and protect all registered Intellectual Property owned or controlled by the Company or its subsidiaries, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information, except for any such issuances, registrations or applications that the Company or its subsidiaries have abandoned or permitted to expire or be cancelled in its reasonable business judgment. The Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material trade secrets and confidential information owned, used or held for use by the Company or any of its subsidiaries, and, to the knowledge of the Company, no such trade secrets or confidential information have been disclosed other than to employees, representatives and agents of the Company or any of its subsidiaries, or parties who are bound by written confidentiality agreements. All founders, key employees and other employees, in each case who are currently with the Company or any of its subsidiaries, involved in the development of Intellectual PropertyProperty for the Company or any of its subsidiaries have signed confidentiality and invention assignment agreements with the Company. No developer of any material Intellectual Property developed for and intended to be owned by the Company or its subsidiaries has failed to assign all of such developer’s rights, title and interest in such Intellectual Property to the Company or its subsidiaries.

Title to Intellectual Property. The Company owns, or possesses valid and its subsidiaries own, possess, license or otherwise have enforceable licensed rights to use use, or can acquire on reasonable terms, all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, trade dress, designs, data, database rights, internet domain names, copyrights, domain names (in each case including all registrations works of authorship, licenses, proprietary information and applications to register same), inventions, trade secrets, technology, 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 now currently conducted or and as proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. The Company has not received any notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another which would, singly or in the aggregate, 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 and 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 (“Disclosure Documents”) as owned by or licensed to the Company : (i) there are no third parties who have rights to any Intellectual Property and (ii) there is no infringement by third parties of any Intellectual Property”), except . Except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others: (A) challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by any third party claim; (B) challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property; (v) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by any third party alleging claim; or (C) asserting that the Company and its subsidiary infringes infringe, misappropriate, or otherwise violates violate, or would, upon the commercialization of any product or service described in the Disclosure Documents as under development, infringe, misappropriate or otherwise violate, any intellectual property rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company has materially 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. 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 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. 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. To the Company’s knowledge, 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 officers, directors or employees or otherwise in violation of the rights of any third party; and (vi) persons. The product candidates described in the Disclosure Documents as under development by the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Propertyfall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company.

Title to Intellectual Property. The Except as set forth in the Prospectus, the Company and its subsidiaries Subsidiaries own, possess, license or otherwise have other rights to use all foreign and domestic patents, trademarks patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”) ), necessary for the conduct of their respective businesses as now conducted or as proposed in the Prospectus to be conducted except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected (a) there are no rights of third parties to have a Material Adverse Effect, (i) any such Intellectual Property owned by the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesSubsidiaries; (iib) to the knowledge of the Company’s knowledge, there is no infringement by third parties of any Company such Intellectual Property; (iiic) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property; (d) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any third party challenging the Company’s patent, trademark, copyright, trade secret or its subsidiaries’ other proprietary rights in or to any Company Intellectual Propertyof others; (ivf) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, 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) have been commenced against any patent or patent application described in the Prospectus as being owned by or licensed to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vig) the Company and its subsidiaries Subsidiaries have taken commercially all reasonable steps necessary to maintain and protect Company 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 result in a Material Adverse Effect.

Title to Intellectual Property. (i) The Company and its subsidiaries own, possess, license or otherwise have possess valid and enforceable licensed rights to use use, all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, 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 now currently conducted or and as proposed to be conducted conducted, including related to the commercialization of the Accelerate Pheno™ system and the Accelerate PhenoTest™ BC Kit (collectively, the “Products”) as described in the Registration Statement, the Pricing Disclosure Package and or the Prospectus (“Company Disclosure Documents”) (collectively, “Intellectual Property”), except as where the failure to own, license, have or acquired such rights would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In each caseThe Company and its subsidiaries have not received any notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another which would reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, including no liens, security interests, or other encumbrances; except as set forth for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, Disclosure Documents as licensed to the Pricing Disclosure Package Company or its subsidiaries; and the Prospectus, and (ii) except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) . Except as disclosed in the Disclosure Documents, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others: (A) challenging the validity or the scope of the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (ivB) there challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise violate, or would, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. No employee of the Company is no pending oror 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, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, and all such agreements are in full force and effect, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, the duty of candor and good faith, as required by the USPTO during prosecution of the United States patent applications within the Intellectual Property, has been complied with; and in all foreign offices having similar requirements all such requirements have been complied with. The Company’s Intellectual Property has not been adjudged by a court of competent jurisdiction invalid or unenforceable in whole or in part. Except as set forth in the Disclosure Documents, to the Company’s knowledge, threatened actionthe Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, suitfees or otherwise to any owner or licensee of, proceeding or claim by other claimant to, any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise. The Products described in the Disclosure Documents 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. To the Company’s knowledge, threatened actionexcept as disclosed in the Disclosure Documents, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes is not aware of any patent or otherwise violates any published patent application, in the U.S. or other jurisdiction, which, in the case of a patent, contains claims, or in the case of a published patent application contains patentable claims, that dominate or may dominate the Company’s commercialization of the Products, except as would not reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, the patents included in the Intellectual Property rights of any third party; are subsisting and (vi) have not lapsed and the Company patent applications in the Intellectual Property are subsisting and its subsidiaries have taken commercially reasonable steps not been abandoned, except, in each case, as would not reasonably be expected to maintain and protect Company Intellectual Propertyhave a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have rights possess the right to use all inventions, patents, trademarks and trademarks, service marks, trade names, domain names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secretslicenses, technology, know-how how, trade secrets and other intellectual property and proprietary or confidential information, systems or procedures (including all goodwill associated with, and all registrations and applications for registration of, the foregoing) (collectively, the “Intellectual Property”) necessary for or material to the conduct of their respective businesses the business of the Company and its subsidiaries, taken as now a whole, as currently conducted or and as proposed to be conducted conducted, in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except each case as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and and, except as would not could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties the conduct of their respective businesses has not infringed, misappropriated or otherwise violated any Company Intellectual Property; (iii) Property of others. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party (i) challenging the Company’s or its subsidiaries’ any subsidiary of the Company’s rights in or to any Company of their owned or licensed Intellectual Property; (ivii) there is no pending oralleging that the Company or any of its subsidiaries has infringed, to the Company’s knowledge, threatened action, suit, proceeding misappropriated or claim by otherwise violated any Intellectual Property of any third party party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property of the Company Intellectual Property; or any of its subsidiaries, and in the case of each of (vi), (ii) there and (iii), the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim claim. All Intellectual Property owned by any the Company or its subsidiaries is valid and enforceable to the knowledge of the Company, is owned solely by the Company or its subsidiaries, is owned free and clear of all liens, encumbrances, defects and other restrictions, except (x) as disclosed or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (y) as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (z) as may be limited by a court in equity or pursuant to the laws of bankruptcy, insolvency or other similar laws. To the knowledge of the Company, no third party alleging that the Company and its subsidiary infringes has infringed, misappropriated or otherwise violates violated any Intellectual Property rights of any third party; and (vi) owned by or exclusively licensed to the Company and or any of its subsidiaries subsidiaries, except for any such infringements, misappropriations or violations as could not, individually or in the aggregate, reasonably be expected to have taken commercially reasonable steps to maintain and protect Company Intellectual Propertya Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license each Subsidiary (i) owns or otherwise have rights possesses a right to use all patents, trademarks and patent applications, trademarks, service marks, domain names, trade names, trademark registrations, service xxxx registrations, copyrights, domain names (in each case including all registrations licenses, formulae, customer lists, and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectivelyincluding trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, the “Intellectual Property”) necessary for the conduct of their respective businesses as now presently being conducted or and as proposed to be conducted described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus (“Company Intellectual Property”)Prospectus, except as where the failure to own or possess the right to use would not reasonably be expected to have a Material Adverse Effect and (ii) have no reason to believe that the conduct of their respective businesses does or will conflict with, and have not received any notice of any claim of conflict with, any such right of others (except where such conflict with any such right of others would not reasonably be expected to have a Material Adverse Effect). In each case, except Except as set forth disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, and except or as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company’s knowledge, there is no infringement by third parties of any Intellectual Property of the Company Intellectual Propertyor any Subsidiary; (iii) except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, or as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by any third party others challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property of the Company Intellectual Propertyor any Subsidiary; (iv) and except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, or as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging others that the Company and its subsidiary or any Subsidiary infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Propertyothers.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have possess adequate rights to use all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, 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; and the conduct of their respective businesses as now conducted will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement or as proposed conflict with any such rights of others. The Company has not received any written, or to the knowledge of the Company, other notice of infringement of or conflict with, and the Company has no knowledge of any infringement of or conflict with, asserted rights of others with respect to its intellectual property rights which could reasonably be conducted expected to result in a Material Adverse Effect; the discoveries, inventions, products or processes of the Company referred to in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus (“Company Intellectual Property”)do not infringe or conflict with any right or patent of any third party or any discovery, invention, product or process which is the subject of a patent application filed by any third party. Further, except as described in the Prospectus, or which would not reasonably be expected to result in a Material Adverse Effect, the Company is not obligated to pay a royalty, grant a license or provide other consideration to any third party in connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how; and no third party, including any academic or governmental organization, possesses rights to the Company’s intellectual property rights which, if exercised, could enable such third party to develop products competitive with those of the Company or its subsidiaries or could reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries ownowns, possesspossesses, license licenses or otherwise have has other rights to use all patents, trademarks patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectivelythat, to the “Intellectual Property”) knowledge of the Company, is necessary for the conduct of their respective businesses the Company’s business as now conducted or as currently proposed to be conducted (with respect to the development and commercialization of the product candidates described in the Registration StatementSEC Documents, except where the failure to own or license such rights would not, individually or in the aggregate, have a Material Adverse Effect) (collectively, the Pricing Disclosure Package and the Prospectus (“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 SEC Documents or except in each case as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in Effect on the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected Company: (a) there are no material rights of third parties to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all any such Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesProperty; (iib) to the knowledge of the Company’s knowledge, there is no material infringement by third parties of any such Company Intellectual Property; (iiic) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the Company’s or its subsidiaries’ rights in or to any such Company Intellectual Property; (ivd) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the validity, validity or scope or enforceability of any such Company Intellectual Property; (ve) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging others that the Company and its subsidiary infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others; (f) to the Company’s knowledge, there is no U.S. patent which contains claims that dominate any Company Intellectual Property rights or that interferes under 35 U.S.C. §102(g) with the pending claims of any Company Intellectual Property; (g) to the Company’s knowledge, there is no prior art of which the Company is aware that would render any U.S. patent held by the Company invalid which has not been disclosed to the U.S. Patent and Trademark Office (the “PTO”); (h) the Company is not obligated to pay a material royalty, grant a license, or provide other material consideration to any third partyparty in connection with the Company Intellectual Property; and (vii) 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, all patents and 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 taken commercially reasonable steps been duly and properly filed; the Company has complied with their duty of candor and disclosure to maintain 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 protect Company Intellectual Propertydisclosure to the PTO for the In-licensed Patent Rights.

Title to Intellectual Property. (i) The Company and its subsidiaries own, possess, license or otherwise have possess valid and enforceable licensed rights to use use, all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, 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 now currently conducted or and as proposed to be conducted conducted, including upon the commercialization of the Accelerate ID/AST System and the Blood Culture Assay Kit (collectively, the “Product Candidates”) as described in the Registration Statement, the Pricing Disclosure Package and or the Prospectus (“Company Disclosure Documents”) as under development (collectively, “Intellectual Property”), except as where the failure to own, license, have or acquired such rights would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In each caseThe Company and its subsidiaries have not received any notice of any claim of infringement, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as misappropriation or conflict with any intellectual property rights of another which would not reasonably be expected to have a Material Adverse Effect, . To the Company’s knowledge: (i) the Company and its subsidiaries own, license or there are no third parties who have rights to use all Company any Intellectual Property free and clear in all respects of all adverse claimsProperty, liens including no liens, security interests, or other encumbrances; except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Disclosure Documents as licensed to the Company or its subsidiaries; and (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) . Except as disclosed in the Disclosure Documents, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others: (A) challenging the validity or the scope of the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (ivB) there challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization of the Product Candidates in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. No employee of the Company is no pending oror 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, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, and all such agreements are in full force and effect, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, the duty of candor and good faith, as required by the USPTO during prosecution of the United States patent applications within the Intellectual Property, has been complied with; and in all foreign offices having similar requirements all such requirements have been complied with. The Company’s Intellectual Property has not been adjudged by a court of competent jurisdiction invalid or unenforceable in whole or in part. Except as set forth in the Disclosure Documents, to the Company’s knowledge, threatened actionthe Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, suitfees or otherwise to any owner or licensee of, proceeding or claim by other claimant to, any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise. The Product Candidates described in the Disclosure Documents as under development by the Company or its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiaries. To the Company’s knowledge, threatened actionexcept as disclosed in the Disclosure Documents, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes is not aware of any patent or otherwise violates any published patent application, in the U.S. or other jurisdiction, which, in the case of a patent, contains claims, or in the case of a published patent application contains patentable claims, that dominate or may dominate the Company’s commercialization of the Product Candidates, except as would not reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, the patents included in the Intellectual Property rights of any third party; are subsisting and (vi) have not lapsed and the Company patent applications in the Intellectual Property are subsisting and its subsidiaries have taken commercially reasonable steps not been abandoned, except, in each case, as would not reasonably be expected to maintain and protect Company Intellectual Propertyhave a Material Adverse Effect.