Common use of Title to Intellectual Property Clause in Contracts

Title to Intellectual Property. The Company and its subsidiaries own, or possess rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus would infringe, misappropriate or otherwise conflict in any material respect with any known, valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and, to the Company’s knowledge, 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 or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries.

Title to Intellectual Property. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company owns or has valid, binding and its subsidiaries own, enforceable licenses or possess other rights to use, all material under the patents, patent applications, trademarkslicenses, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain namesinventions, copyrights, works of authorship, licenses, proprietary information and know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to trademarks, service marks, trade names or other intellectual property necessary for, or used in the Company’s knowledgeconduct, neither or the manufacture ofproposed conduct, nor the use or sale of, any of the product candidates business of the Company in the manner described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus would (collectively, the “Intellectual Property”); the patents, trademarks, and copyrights, if any, included within the Intellectual Property are valid, enforceable, and subsisting; other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Company is not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual Property, (B) the Company has not received any notice of any claim of infringement, misappropriation or conflict with any asserted rights of others with respect to any of the Company’s drug candidates, services, processes or Intellectual Property, (C) to the knowledge of the Company, neither the sale nor use of any of the discoveries, inventions, drug candidates, services or processes of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus do or will, to the knowledge of the Company, infringe, misappropriate or violate any right or valid patent claim of any third party, (D) none of the technology employed by the Company has been obtained or is being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees or otherwise conflict in violation of the rights of any persons, (E)to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property that is owned by the Company, other than any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark Office (the “USPTO”) and any co-owner of any patent application constituting Intellectual Property who is named in such patent application, and, to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company, other than any licensor to the Company of such Intellectual Property, (F) to the knowledge of the Company, there is no material respect with infringement by third parties of any knownIntellectual Property, valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There (G) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any Intellectual Property; (B) 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, (H) there is no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; andpending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property. The Company is in compliance in all foreign offices having similar requirementsmaterial respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such requirements have been complied with. To the Company’s knowledge, none of the Company owned Intellectual Property or technology (including information technology agreements are in full force and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiarieseffect.

Title to Intellectual Property. The Company and its subsidiaries own, own or possess license valid and enforceable rights to use, use all material patentsinventions, patent applicationsrights, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including how, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or proceduresprocedures and all similar intellectual property and proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, “Intellectual Property”) described in the Registration Statement, the Prospectus and the Time of Sale Information as being owned by or licensed to the Company and its subsidiaries, and all other Intellectual Property used in or reasonably necessary for the conduct of their respective businesses business as currently conducted and as proposed to be conducted (collectivelyin the Registration Statement, “Intellectual Property”)the Prospectus and the Time of Sale Information. The conduct of the business of the Company and its subsidiaries does not, and to the Company’s knowledgeproposed conduct of such business as disclosed in the Registration Statement, neither the manufacture ofProspectus and the Time of Sale Information will not, nor the use infringe, misappropriate or sale of, otherwise violate any Intellectual Property rights of the product candidates any others. Except as described in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus would infringeTime of Sale Information, misappropriate or otherwise conflict in any material respect with any known, valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: any others (Ai) challenging that the Company’s rights in Company or to any of its subsidiaries infringes, misappropriates or otherwise violates the Intellectual Property; Property of others or (Bii) challenging the validity, enforceability enforceability, scope or scope ownership of any Intellectual Property; or (C) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise 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. To the Company’s knowledge, the Intellectual Property owned by or licensed to the Company are owned free and clear or any of all liens, encumbrances, defects and other restrictions, and to its subsidiaries or their rights therein. To the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which or exclusively licensed to the Company is contingent upon maintaining the confidentiality thereof, including the execution or any of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and, to the Company’s knowledge, in all foreign offices having similar requirements, all such requirements have been complied withits subsidiaries. To the Company’s knowledge, none of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed used by the Company or any of its subsidiaries in the conduct of its business has been obtained or is being used by the Company or any of its subsidiary subsidiaries in material violation of any contractual obligation binding on the Company or any of its subsidiaries. Except as set forth in the Registration Statement, the Prospectus and the Time of Sale Information, the Intellectual Property owned by the Company and its subsidiaries is all solely owned by the Company or its subsidiaries free and clear of any liens or encumbrances. To the Company’s knowledge, no trademark, issued patent, pending patent application (if issued), copyright, or trade secret that is described in the Registration Statement, the Prospectus and the Time of Sale Information as being owned by or licensed to the Company or any of its subsidiaries is invalid or unenforceable. Neither the Company nor any of its subsidiaries is subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property. The Company and its subsidiaries have taken all commercially reasonable steps, in accordance with normal industry practice, necessary to maintain 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, except as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its subsidiaries is aware of any material disclosure of such Intellectual Property other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the Company and its subsidiaries, all of whom are bound by written obligations to maintain the confidentiality thereof. All founders, key employees and any other employees involved in the development of Intellectual Property for the Company and its subsidiaries have signed confidentiality and invention assignment agreements or similar agreements for the transfer, assignment, and/or licensing of Intellectual Property with the Company and its subsidiaries pursuant to which the Company and its subsidiaries either (i) have obtained ownership of and are the exclusive owners of or (ii) have obtained a valid and unrestricted right to exploit, sufficient for the conduct of their business, such Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own, own or possess or can obtain on reasonable terms adequate rights to use, use all material patents, patent applicationsrights, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other technology and intellectual property rights (“Intellectual Property”) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (collectively, “Company Intellectual Property”), and and, to the Company’s knowledge, neither the manufacture ofconduct of their respective businesses does not conflict in any material respect with any such rights of others. The Company and its subsidiaries have taken reasonable steps necessary to secure interests in the Company Intellectual Property developed by employees of the Company or its subsidiaries or developed for the Company or its subsidiaries from such employees, nor consultants, agents and contractors. There are no outstanding options, licenses or agreements of any kind relating to the use Company Intellectual Property that is owned or sale of, purported to be owned by the Company or any of its subsidiaries that are required to be described in the product candidates 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 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 therein. No governmental agency or body, university, college, other educational institution or research center has any ownership claim in or to any material Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus would infringeProspectus, misappropriate (i) there are no third parties who have or otherwise conflict will be able to establish an ownership interest in any material respect with any known, valid and enforceable Company Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction owned or purported to be invalid owned by the Company or unenforceableany of its subsidiaries; (ii) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights or any subsidiary’s rights in whole or in part. There to any material Company Intellectual Property, and no such action, suit, proceeding or claim reasonably would be expected to be brought or asserted against the Company or any of its subsidiaries based on facts of which the Company has knowledge; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) others challenging the validity, enforceability or scope of any Company Intellectual Property; , and no action, suit, proceeding or (C) asserting that claim reasonably would be expected to be brought or asserted against the Company or any of its subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization based on facts of any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by which the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, has knowledge; (iv) there is no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; andpending or, to the Company’s knowledge, in all foreign offices having similar requirementsthreatened action, all suit, proceeding or claim by others that the Company or any of its subsidiaries infringes or misappropriates any Intellectual Property or other proprietary rights of others, and no such requirements have been complied with. To action, suit, proceeding or claim reasonably would be expected to be brought or asserted against the Company based on facts of which the Company has knowledge; (v) to the Company’s knowledge, none there is no patent or patent application that contains claims that interfere with the claims of any issued patent owned by the Company that is material to the business of the Company owned and its subsidiaries; and (vi) to the Company’s knowledge, no material Company Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or any of its subsidiary subsidiaries in violation of any contractual obligation binding on the Company or its subsidiaries, or otherwise in violation of the rights of any persons. The Company and any of 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 non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has distributed any Open Source Materials in a manner that requires or has required under the terms of any license applicable to such Open Source Materials any proprietary products or services of the Company or its subsidiaries, or any proprietary software code owned by the Company or any of its subsidiaries to be (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge, except where any such distribution of Open Source Materials 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, the General Disclosure Package and the Prospectus, to the knowledge of the Company, the Company owns or has valid, binding and its subsidiaries own, enforceable licenses or possess other rights to use, all material under the patents, patent applications, trademarkslicenses, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain namesinventions, copyrights, works of authorship, licenses, proprietary information and know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to trademarks, service marks, trade names or other intellectual property necessary for, or used in the Company’s knowledgeconduct, neither or the manufacture ofproposed conduct, nor the use or sale of, any of the product candidates business of the Company in the manner described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus would (collectively, the “Intellectual Property”); to the knowledge of the Company, the patents, trademarks, and copyrights, if any, included within the Intellectual Property are valid, enforceable, and subsisting; other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Company is not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual Property, (B) the Company has not received any notice of any claim of infringement, misappropriation or conflict with any asserted rights of others with respect to any of the Company’s drug candidates, services, processes or Intellectual Property, (C) to the knowledge of the Company, neither the sale nor use of any of the discoveries, inventions, drug candidates, services or processes of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus do or will, to the knowledge of the Company, infringe, misappropriate or violate any right or valid patent claim of any third party, (D) none of the technology employed by the Company has been obtained or is being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees or otherwise conflict in violation of the rights of any persons, (E)to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property that is owned by the Company, other than any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark Office (the “USPTO”) and any co-owner of any patent application constituting Intellectual Property who is named in such patent application, and, to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company, other than any licensor to the Company of such Intellectual Property, (F) there is no material respect with infringement by third parties of any knownIntellectual Property, valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There (G) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any Intellectual Property; (B) 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, (H) there is no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; andpending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property. The Company is in compliance in all foreign offices having similar requirementsmaterial respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such requirements have been complied with. To the Company’s knowledge, none of the Company owned Intellectual Property or technology (including information technology agreements are in full force and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiarieseffect.

Title to Intellectual Property. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company owns or has valid, binding and its subsidiaries own, enforceable licenses or possess other rights to use, all material under the patents, patent applications, trademarkslicenses, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain namesinventions, copyrights, works of authorship, licenses, proprietary information and know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to trademarks, service marks, trade names or other intellectual property necessary for, or used in the Company’s knowledgeconduct, neither or the manufacture ofproposed conduct, nor the use or sale of, any of the product candidates business of the Company in the manner described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus (collectively, the “Intellectual Property”), except where the failure to so own or possess such Intellectual Property rights would not, singly or in the aggregate, have a Material Adverse Effect; the patents, trademarks, and copyrights, if any, included within the Intellectual Property are valid, enforceable, and subsisting; other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Company is not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual Property, (B) the Company has not received any notice of any claim of infringement, misappropriation or conflict with any asserted rights of others with respect to any of the Company’s drug candidates, processes or Intellectual Property, (C) to the knowledge of the Company, neither the sale nor use of any of the discoveries, inventions, drug candidates or processes of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus do or will, to the knowledge of the Company, infringe, misappropriate or otherwise conflict in violate any material respect with any known, right or valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or patent claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictionsthird party, and (D) to the knowledge of the Company, no third party has infringed, misappropriated any ownership right in or otherwise violated to any Intellectual Property that is owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain , other than any co-owner of any patent constituting Intellectual Property who is listed on the confidentiality records of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States U.S. Patent and Trademark Office during (the prosecution “USPTO”) and any co-owner of the United States patents and any patent applications included in the application constituting Intellectual Property have been complied with; who is named in such patent application, and, to the Company’s knowledge, in all foreign offices having similar requirements, all such requirements have been complied with. To knowledge of the Company’s knowledge, none no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company, other than any licensor to the Company owned of such Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiariesProperty.

Title to Intellectual Property. The To the Company’s knowledge, the Company and its subsidiaries ownthe Subsidiary own or possess, or possess rights have obtained valid and enforceable licenses for, the valid right to use, use all material patents, patent applications, trademarks, trademark registrations, service marks, trade names, trademark registrations, service xxxx registrations, trade dressnames, designscopyrights, data, database rightsdatabases, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted intellectual property (collectively, “Intellectual Property”)) necessary to carry on its business as currently conducted, and as proposed to the Company’s knowledgebe conducted, neither the manufacture of, nor the use or sale of, any of the product candidates in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (collectively, “Relevant Intellectual Property”), except where the failure to own, license or have such rights would infringenot, misappropriate individually or otherwise conflict in the aggregate, have a Material Adverse Effect, and neither the Company nor the Subsidiary has received any written notice of any claim to the contrary with respect to the foregoing. Each of the agreements described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, that include licenses or transfers of the Relevant Intellectual Property (each an “Intellectual Property Agreement”) is valid, binding upon and enforceable against the Company or the Subsidiary in accordance with its terms. The Company and the Subsidiary have complied in all material respects with, and are not in material breach of, and have not received any asserted or threatened claim of material breach of, any Intellectual Property Agreement, and the Company has no knowledge of any material respect breach or anticipated material breach by any other person to any Intellectual Property Agreement. To the Company’s knowledge, the Company’s and the Subsidiary’s business as now conducted and as proposed to be conducted, in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, does not infringe or conflict with any known, valid and enforceable the Intellectual Property rights of othersany person or entity. Neither the Company nor the Subsidiary has received any claim alleging infringement, misappropriation or other violation by the Company or the Subsidiary of any Intellectual Property of any person or entity, and the Company is unaware of any facts that could form a reasonable basis for any such claim upon commercialization of the product candidates and services described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the Company’s knowledge, no person or entity infringes, misappropriates or otherwise violates any Intellectual Property owned by or licensed to the Company or the Subsidiary (“Company Intellectual Property”) in any material respect. The Company and the Subsidiary have taken all steps that are commercially reasonable to protect, maintain and safeguard its rights in all Company Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements when disclosing trade secrets or confidential information. The granted, issued and registered Company Intellectual Property is currently in force and has been properly maintained and has not been adjudged by a court or tribunal of competent jurisdiction to be as invalid or unenforceable, in whole or in part. There , and except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and, except as would not, individually or in the aggregate, have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability validity or scope of any such Company Intellectual Property; or . The Company and the Subsidiary (C) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise 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. To and to the Company’s knowledge, the Company’s licensors) have followed in all material respects all relevant laws, rules, procedures and requirements in the filing, prosecution and maintenance of pending Company Intellectual Property owned by in the relevant jurisdiction to which such Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and, to the Company’s knowledge, 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 or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiariespending.

Title to Intellectual Property. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries ownSubsidiaries own or have valid, binding and enforceable licenses or possess other rights to use, under any and all material patents, patent applicationslicenses, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain namesinventions, copyrights, works of authorship, licenses, proprietary information and know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), trademarks, service marks, trade names and to all other similar intellectual property or proprietary rights throughout the Company’s knowledge, neither the manufacture world (including all registrations and applications for registration of, nor and all goodwill associated with, the use foregoing), necessary for, or sale ofused in, any the conduct, or the proposed conduct, of the product candidates business of the Company in the manner described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus would (collectively, the “Intellectual Property”); the Intellectual Property is valid, enforceable, and subsisting and is owned free and clear of all liens, encumbrances, defects and other restrictions; other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) neither the Company nor any of its Subsidiaries is obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual Property, (B) neither the Company nor any of its Subsidiaries have not received any notice of any claim of infringement, misappropriation or other violation with any rights of others with respect to any of the Company’s products, services, processes or Intellectual Property, (C) neither the sale nor use of any of the discoveries, inventions, products, services or processes of the Company or its Subsidiaries referred to in the Registration Statement, the General Disclosure Package or the Prospectus do or will infringe, misappropriate or otherwise conflict violate any rights of any third party, (D) none of the technology employed by the Company or any of its Subsidiaries has been obtained or is being used by the Company or any of its Subsidiaries in material violation of any contractual obligation binding on the Company or any of its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons, (E) no third party has any ownership right in or to any Intellectual Property that is owned by the Company or any of its Subsidiaries, other than any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark Office (the “USPTO”) and any co-owner of any patent application constituting Intellectual Property who is named in such patent application, and, to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property in any material respect with field of use that is exclusively licensed to the Company or any knownof its Subsidiaries, valid and enforceable other than any licensor to the Company or any of its Subsidiaries of such Intellectual Property rights Property, (F) to the knowledge of others. The the Company, there is no infringement by third parties of any Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceableProperty, in whole or in part. There (G) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: others (Ax) challenging the Company’s or any Subsidiary’s rights in or to any Intellectual Property; , (By) challenging the ownership, validity, enforceability or scope of any Intellectual Property; , or (Cz) asserting alleging that the Company or its subsidiaries infringe, misappropriate, or otherwise 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. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party Subsidiary has infringed, misappropriated or otherwise violated any Intellectual Property owned by rights of any third party, and in the Company. The case of each of (x), (y) and (z), the Company is not aware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim, (H) the Company and its subsidiaries Subsidiaries have at all times taken all reasonable steps in accordance with normal industry practice to maintain the confidentiality of their all Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including and (I) all founders, current and former employees, contractors, consultants and other parties involved in the execution development of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have signed valid and enforceable confidentiality and invention assignment agreements with the Company or a Subsidiary pursuant to which the Company or a Subsidiary has obtained ownership and is the exclusive owner of such Intellectual Property. The Company and its Subsidiaries are in compliance with the terms of each agreement pursuant to which Intellectual Property has been complied with; and, licensed to the Company’s knowledge, in all foreign offices having similar requirements, and all such requirements have been complied with. To the Company’s knowledge, none of the Company owned Intellectual Property or technology (including information technology agreements are in full force and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiarieseffect.

Title to Intellectual Property. The Each of the Company and its subsidiaries ownSubsidiaries owns, or possess rights is licensed or otherwise has the right to use, all material patents, patent applicationsinventions and discoveries (whether patentable or not), trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet internet domain names, copyrights, published and unpublished works of authorshipauthorship (including software), licensesand all registrations, proprietary information recordations and applications of the foregoing and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for and licenses related to any of the foregoing (“IP Rights”) owned by or used in the conduct of their respective the businesses as currently conducted of each of the Company and as proposed to be conducted its Subsidiaries (collectively, “Intellectual PropertyCompany IP Rights”), and except where the failure to own or possess such rights to (or have licenses related to) any such IP Rights would not, individually or in the Company’s knowledgeaggregate, neither the manufacture of, nor the use or sale of, reasonably be expected to be adverse in any material respect to any of the product candidates described in Company and its Subsidiaries, taken as a whole; and, to the Registration Statementknowledge of the Company, the Pricing Disclosure Package conduct of the businesses of each of the Company and the Prospectus would infringe, its Subsidiaries does not infringe or misappropriate or otherwise conflict in any material respect with any knownIP Rights of others, valid and enforceable Intellectual Property rights each of the Company and its Subsidiaries has not received any written notice of any claim of infringement or misappropriation of any IP Rights of others. The Intellectual Property has not None of the Company IP Rights owned by any of the Company and/or any of its Subsidiaries have been adjudged by a court of competent jurisdiction to be invalid or unenforceable, and the Company and its Subsidiaries have maintained all registered patents, trademarks and copyrights in whole full force and effect and used commercially reasonable efforts to protect all trade secrets, except where such adjudication or failure to maintain would not, individually or in part. There is no pending orthe aggregate, reasonably be expected to be adverse in any material respect to the Company’s knowledgeCompany and its Subsidiaries, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) 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 any product or service described in the Disclosure Documents taken as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of othersa whole. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringedinfringed or misappropriated any Company IP Rights, misappropriated except where such infringement or otherwise violated misappropriation of any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Propertysuch IP Rights would not, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included individually or in the Intellectual Property have been complied with; andaggregate, reasonably be expected to the Company’s knowledge, be adverse 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 any material respect to the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiariesSubsidiaries taken as a whole.

Title to Intellectual Property. The Company and its subsidiaries own, subsidiary own or possess or can obtain on reasonable terms adequate rights to use, use all material patents, patent applicationsrights, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other technology and intellectual property rights (“Intellectual Property”) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (collectively, “Company Intellectual Property”), and and, to the Company’s knowledge, neither the manufacture of, nor conduct of their respective businesses does not conflict in any material respect with any such rights of others. The Company and its subsidiary have taken reasonable steps necessary to secure interests in the use or sale of, any Company Intellectual Property developed by employees of the product candidates Company or its subsidiary or developed for the Company or its subsidiary from such employees, consultants, agents and contractors. There are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property that is owned or purported to be owned by the Company or its subsidiary 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 subsidiary are not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and are not described in all material respects therein. No governmental agency or body, university, college, other educational institution or research center has any ownership claim in or to any material Company Intellectual Property that is owned or purported to be owned by the Company or its subsidiary. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus would infringeProspectus, misappropriate (i) there are no third parties who have or otherwise conflict will be able to establish an ownership interest in any material respect with any known, valid and enforceable Company Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction owned or purported to be invalid owned by the Company or unenforceableits subsidiary; (ii) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights or its subsidiary’ rights in whole or in part. There to any material Company Intellectual Property, and no such action, suit, proceeding or claim reasonably would be expected to be brought or asserted against the Company or its subsidiary based on facts of which the Company has knowledge; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) others challenging the validity, enforceability or scope of any Company Intellectual Property; , and no action, suit, proceeding or (C) asserting that claim reasonably would be expected to be brought or asserted against the Company or its subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization subsidiary based on facts of any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by which the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, has knowledge; (iv) there is no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; andpending or, to the Company’s knowledge, in all foreign offices having similar requirementsthreatened action, all suit, proceeding or claim by others that the Company or its subsidiary infringes or misappropriates any Intellectual Property or other proprietary rights of others, and no such requirements have been complied with. To action, suit, proceeding or claim reasonably would be expected to be brought or asserted against the Company based on facts of which the Company has knowledge; (v) to the Company’s knowledge, none there is no patent or patent application that contains claims that interfere with the claims of any issued patent owned by the Company that is material to the business of the Company owned and its subsidiary; and (vi) to the Company’s knowledge, no material Company Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiariessubsidiary, or otherwise in violation of the rights of any persons. The Company and its subsidiary 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 non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor its subsidiary has distributed any Open Source Materials in a manner that requires or has required under the terms of any license applicable to such Open Source Materials any proprietary products or services of the Company or its subsidiary, or any proprietary software code owned by the Company or its subsidiary to be (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge, except where any such distribution of Open Source Materials would not, individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own, own or possess rights to use, or can acquire on reasonable terms all material patents, patent applications, inventions, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property necessary for the conduct of the businesses of the Company and its subsidiaries taken as a whole in all material respects ("Intellectual Property"); and to the knowledge of the Company, the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus would infringe, misappropriate or otherwise will not conflict in any material respect with any known, valid and enforceable Intellectual Property such rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) 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 any product or service and except as described in the Disclosure Documents as under developmentStatement, infringe, misappropriate, the Company and its subsidiaries have not received any notice of any claim of infringement or otherwise violate, conflict with any intellectual property such rights of othersothers that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s 's knowledge, there are no valid and enforceable rights of third parties to the Intellectual Property that are or would be infringed by the business currently conducted by the Company and its subsidiaries. All Intellectual Property owned by the Company are owned or its subsidiaries is free and clear of all liens, encumbrances, defects and or other restrictions, except as could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; and to the knowledge Company is not aware of any reasonable basis for a finding that any of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Companyis invalid or unenforceable. The Company and its subsidiaries have taken reasonable steps paid all applicable maintenance fees, filed applicable statements of use, timely responded to maintain the confidentiality of their office actions, and disclosed any required information to applicable governmental authorities with respect to its registered Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and, to the Company’s knowledge, 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 or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries.

Title to Intellectual Property. The Except as described in the Registration Statement, the Prospectus or the General Disclosure Package, the Company owns or has valid, binding and its subsidiaries own, enforceable licenses or possess other rights to use, all material under the patents, patent applications, trademarkslicenses, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain namesinventions, copyrights, works of authorship, licenses, proprietary information and know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to trademarks, service marks, trade names or other intellectual property necessary for, or used in the Company’s knowledgeconduct, neither or the manufacture ofproposed conduct, nor the use or sale of, any of the product candidates business of the Company in the manner described in the Registration Statement, the Pricing Prospectus or the General Disclosure Package (collectively, the "Intellectual Property"), except where the failure to so own or possess such Intellectual Property rights would not, singly or in the aggregate, have a Material Adverse Effect; the patents, trademarks, and copyrights, if any, included within the Intellectual Property are valid, enforceable, and subsisting; other than as disclosed in the Registration Statement, the Prospectus would or the General Disclosure Package, (A) the Company is not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual Property, (B) the Company has not received any notice of any claim of infringement, misappropriation or conflict with any asserted rights of others with respect to any of the Company's drug candidates, processes or Intellectual Property, (C) to the knowledge of the Company, neither the sale nor use of any of the discoveries, inventions, drug candidates or processes of the Company referred to in the Registration Statement, the Prospectus or the General Disclosure Package do or will, infringe, misappropriate or otherwise conflict in violate any material respect with any known, right or valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or patent claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictionsthird party, and (D) to the knowledge of the Company, no third party has infringed, misappropriated any ownership right in or otherwise violated to any Intellectual Property that is owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain , other than any co-owner of any patent constituting Intellectual Property who is listed on the confidentiality records of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States U.S. Patent and Trademark Office during (the prosecution "USPTO") and any co-owner of the United States patents and any patent applications included in the application constituting Intellectual Property have been complied with; who is named in such patent application, and, to the Company’s knowledge, in all foreign offices having similar requirements, all such requirements have been complied with. To knowledge of the Company’s knowledge, none no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company, other than any licensor to the Company owned of such Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiariesProperty.

Title to Intellectual Property. (i) The Company Parent and its subsidiaries ownand, to the knowledge of the Company, Complete and its subsidiaries, own or possess adequate rights to use, use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dresscopyrights, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all other U.S. and foreign intellectual property rights (collectively, “Intellectual Property”) necessary for the conduct of their respective businesses as currently presently being conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration StatementTime of Sale Information and the Offering Memorandum; (ii) with respect to the Parent and its subsidiaries, the Pricing Disclosure Package and the Prospectus would conduct of their respective businesses does not infringe, misappropriate or otherwise conflict in violate any material Intellectual Property rights of others and with respect with to Complete and its subsidiaries, to the knowledge of the Company, the conduct of the businesses of Complete and its subsidiaries does not infringe, misappropriate or otherwise violate any known, valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There is no pending or; (iii) the Parent and its subsidiaries and, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging knowledge of the Company’s rights in , Complete and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or to any Intellectual Property; (B) challenging the validity, enforceability or scope other violation of any Intellectual Property; or (C) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise 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 Property rights of others. To ; and (iv) to the Company’s knowledgeknowledge of the Company and any Guarantor, the Intellectual Property owned by the Company are owned free Parent and clear of all liens, encumbrances, defects and other restrictionsits subsidiaries, and to the knowledge of the Company, no third party has the Intellectual Property owned by Complete and its subsidiaries, is not being infringed, misappropriated or otherwise violated by any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Propertythird party, the value of which to the Company is contingent upon maintaining the confidentiality thereofexcept, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property case of clauses (ii) through (iv) above, for any such instance that would not, individually or in the aggregate have been complied with; and, to the Company’s knowledge, 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 or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiariesa Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own, or possess rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus would infringe, misappropriate or otherwise conflict in any material respect with any known, valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and, to the Company’s knowledge, 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 or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries.

Title to Intellectual Property. The Company and its subsidiaries own, or possess rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mark registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus would infringe, misappropriate or otherwise conflict in any material respect with any known, valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and, to the Company’s knowledge, 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 or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries.

Title to Intellectual Property. The Company and its subsidiaries own, or possess rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus would infringe, misappropriate or otherwise conflict in any material respect with any known, valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and, to the Company’s knowledge, 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 or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries.

Title to Intellectual Property. The Company and its subsidiaries own, or possess rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses Except as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company and the Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the General Disclosure Package and the Prospectus would infringeas being owned or licensed, misappropriate or otherwise conflict in any material respect with any known, have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus except where the failure to obtain or hold would not reasonably be expected to result in a Material Adverse Effect; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or written claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others. The , and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third-party Intellectual Property has or other proprietary rights on behalf of the Company, except for violations which would not been adjudged by reasonably be expected to result in a court of competent jurisdiction to be invalid or unenforceable, in whole or in partMaterial Adverse Event. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s ownership or rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (B) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that , and the Company or its subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization is unaware of any product or service facts which would form a reasonable basis for any such claim, except as described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledgeRegistration Statement, the Intellectual Property owned by General Disclosure Package and the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied withProspectus; and, to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in all foreign offices having similar requirements, all such requirements have been complied with. To 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Intellectual Property; and to the Company’s knowledge, none there is no prior art material to any patent or patent application of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed that may render any U.S. patent held by the Company invalid or its subsidiaries has been obtained or is being used any U.S. patent application held by the Company or its subsidiary in violation of any contractual obligation binding on unpatentable has not been disclosed to the Company or its subsidiariesU.S. Patent and Trademark Office (“USPTO”).

Title to Intellectual Property. The Company and its subsidiaries ownown all rights, title and interest in, or possess valid and enforceable licensed rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark applications, trademark registrations, service xxxx mark registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any of the product candidates as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus would (“Disclosure Documents”) (collectively, “Intellectual Property”), and, to the Company’s knowledge, the conduct of their respective businesses as described in the Disclosure Documents does not and will not infringe, misappropriate or otherwise conflict in any material respect with any known, valid and enforceable Intellectual Property 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. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Disclosure Documents as owned by or licensed to the Company or its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, except as would not, in each case (A) to (C), individually or in the aggregate, 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. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the CompanyProperty. The Company and its subsidiaries have taken all reasonable steps to protect, maintain the confidentiality of and safeguard their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and, to the Company’s knowledge, 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 or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. To the Company’s knowledge, all licenses for the use of the Intellectual Property Rights described in the Disclosure Documents are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. 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, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) the Company owns or has valid, binding and its subsidiaries own, enforceable licenses or possess other rights to use, all material under the patents, patent applications, trademarkslicenses, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain namesinventions, copyrights, works of authorship, licenses, proprietary information and know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to trademarks, service marks, trade names or other intellectual property necessary for, or used in the Company’s knowledgeconduct, neither or the manufacture ofproposed conduct, nor the use or sale of, any of the product candidates business of the Company in the manner described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus would (collectively, the “Intellectual Property”); to the knowledge of the Company, the patents, trademarks, and copyrights, if any, included within the Intellectual Property are valid, enforceable, and subsisting; other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Company is not obligated to pay a royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual Property, (B) the Company has not received any notice of any claim of infringement, misappropriation or conflict with any asserted rights of others with respect to any of the Company’s drug candidates, services, processes or Intellectual Property, (C) to the knowledge of the Company, neither the sale nor use of any of the discoveries, inventions, drug candidates, services or processes of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus do or will, to the knowledge of the Company, infringe, misappropriate or violate any right or valid patent claim of any third party, (D) none of the technology employed by the Company has been obtained or is being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees or otherwise conflict in violation of the rights of any persons, (E) to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property that is owned by the Company, other than any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark Office (the “USPTO”) or the European Patent Office (the “EPO”) and any co-owner of any patent application constituting Intellectual Property who is named in such patent application, and, to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company, other than any licensor to the Company of such Intellectual Property, (F) to the knowledge of the Company, there is no material respect with infringement by third parties of any knownIntellectual Property, valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There (G) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any Intellectual Property; (B) 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, (H) there is no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; andpending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property. The Company is in all foreign offices having similar requirementscompliance with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such requirements have been complied with. To the Company’s knowledge, none of the Company owned Intellectual Property or technology (including information technology agreements are in full force and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiarieseffect.

Title to Intellectual Property. The Company and its subsidiaries own, own or possess rights licenses to use, all material patents, patent applications, inventions, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for material to the conduct of their respective businesses as currently conducted and as or currently proposed to be conducted (collectivelyconducted, “Intellectual Property”), and to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any of the product candidates as described in the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus would infringe(“Intellectual Property”) and, misappropriate to the knowledge of the Company, the conduct of their respective businesses does not infringe or otherwise conflict in any material respect with any known, valid and enforceable Intellectual Property such rights of others. The Intellectual Property Neither the Company nor any of its subsidiaries has not been adjudged by a court received any notice of competent jurisdiction to be invalid any claim of infringement, misappropriation or unenforceableconflict with any such rights of others, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) notice challenging the validity, scope, or enforceability of the Intellectual Property or scope the Company’s or any of any its subsidiaries’ rights therein. To the knowledge of the Company, there are no valid and enforceable rights of third parties to the Intellectual Property; Property that have been or (C) asserting that are infringed by the business conducted by the Company or any of its subsidiaries infringesubsidiaries. Except as would not reasonably be expected to have a Material Adverse Effect, misappropriate, or otherwise 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. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the CompanyCompany or any of its subsidiaries. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the All Intellectual Property have been complied with; and, to the Company’s knowledge, 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 or its subsidiaries has been obtained or is being used owned solely by the Company or its subsidiary in violation subsidiaries and is owned free and clear of all liens, encumbrances, defects or other restrictions. All licenses pursuant to which any contractual obligation binding on Intellectual Property is licensed by the Company or its subsidiaries are free and clear of all liens and free of any restrictions or defects that would conflict with the conduct of the business of the Company or any of its subsidiaries. The Company is not aware of any specific facts that would support a finding that any of the issued or granted patents owned by or licensed to the Company is invalid or unenforceable and, to the knowledge of the Company, all such issued or granted patents are valid and enforceable. For the avoidance of doubt, none of the representations and warranties in this subsection shall apply with respect to inbound licenses to “off the shelf” or “click through” software that is licensed to the Company or any of its subsidiaries on a non-exclusive basis.

Title to Intellectual Property. The Each of the Company or the Subsidiary: (i) owns or possesses valid and its subsidiaries own, or possess adequate rights to use, use any and all material patents, patents and patent applications, ; trademarks, service marks, domain names, social media accounts and identifiers, trade names, brand names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, and all goodwill arising from the foregoing; rights of publicity; copyrights, works of authorship, software, data, databases, systems, and technology; licenses, proprietary information and formulae, customer lists, know-how (including how, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures; and all other intellectual, industrial, or proprietary property or rights (collectively, “Intellectual Property”) used in or necessary for the conduct of their respective businesses as currently presently conducted and as described as proposed to be conducted in the Registration Statement and the Prospectus (collectively, the “Company Intellectual Property”), and none of the foregoing will be adversely affected by the consummation of the transactions contemplated by this Agreement; and (ii) except as described in the Registration Statement and the Prospectus, exclusively own free and clear of all Liens all right, title, and interest in and to all Intellectual Property described in the Prospectus as being owned by them or that is otherwise purported to be owned by them (collectively, the “Owned Intellectual Property”). To the Company’s knowledge, all material registrations and applications for Owned Intellectual Property are subsisting, unexpired and have not been abandoned in any applicable jurisdiction, except for registrations and applications that the Company has decided to abandon or otherwise let lapse in its business judgment. The Company and the Subsidiary have not received any notice of any claim of infringement, misappropriation or violation of the Intellectual Property rights of others that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and Subsidiary have taken reasonable measures consistent with industry standards to protect the confidentiality of their material trade secrets and confidential or proprietary information (including the source code for all material proprietary software). No such material trade secrets or information (including source code) has ever been disclosed or released to any third party (except pursuant to reasonable confidentiality obligations) and, to the Company’s knowledge, no event has occurred, and no circumstances or conditions exist (including the execution of this Agreement or the consummation of the transactions contemplated hereby) that (with or without notice or lapse of time, or both) will, or could reasonably be expected to, result in the disclosure or release thereof to a third party. To the Company’s knowledge, all such trade secrets and information (including source code) which has not been patented is and has been kept confidential. Except as disclosed in the Registration Statement and the Prospectus, neither the manufacture of, Company nor the use Subsidiary has granted, licensed or sale ofassigned to any other person or entity any right to manufacture, any have manufactured, assemble, offer to sell, or sell the current products and services of the product candidates Company and its Subsidiary or those products and services described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus would infringeProspectus. There is and has been no infringement, misappropriate misappropriation, or otherwise conflict in other violation (i) by the Company or the Subsidiary (including by the operation of its respective business or its products or services) of any material respect with any known, valid and enforceable Intellectual Property rights of others. The any third party or (ii) by third parties of any Owned Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceableProperty, except, in whole or in parteach case, as would not reasonably be expected to have a Material Adverse Effect. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding proceeding, or claim by others: either (x) challenging (A) challenging the Company’s or the Subsidiary’s rights in or to any Company Intellectual Property; Property or (B) challenging the validity, enforceability enforceability, scope, ownership, or scope use of any Intellectual Property; or (C) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise 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. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Owned Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereofor (y) alleging any infringement, including the execution of appropriate nondisclosuremisappropriation, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and, to the Company’s knowledge, 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 other violation by the Company or its subsidiaries has been obtained the Subsidiary of any patent, trademark, copyright, trade secret or other Intellectual Property right of any third party, in the case of (y), that would result in a Material Adverse Effect. None of the Company’s or the Subsidiary’s material proprietary software contains, incorporates, includes or is being used by the Company linked to, derived from, embedded with or its subsidiary distributed with any “copyleft” or similar software in violation of any contractual obligation binding on the Company manner that would require that any source code for such material proprietary software to be disclosed, licensed, or its subsidiariesdistributed to others.

Title to Intellectual Property. The Company and its subsidiaries own, own or possess adequate rights to use, use all material patentsforeign and U.S. patents and all patent rights associated therewith, patent applications, trademarksinventions, registered and unregistered trademarks and service marksmarks and all rights associated therewith, trade names, trade dress, trademark registrations, service xxxx registrations, trade dresscopyrights, designsdatabases and rights associated with databases, data, database moral rights, Internet licenses, trade secrets and all rights associated with trade secrets, domain names, copyrightsproprietary processes, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property rights, and registrations and applications for registrations thereof (collectively, “Intellectual Property”) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectivelyconducted, “Intellectual Property”)and, and to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any knowledge of the product candidates described in the Registration StatementCompany, the Pricing Disclosure Package and the Prospectus conduct of their respective businesses will not infringe any valid issued patent claim, or, except as would not reasonably be expected to have a Material Adverse Effect, infringe, misappropriate or otherwise conflict violate any Intellectual Property. Except as described in any material respect with any knownthe Registration Statement and the Prospectus, valid and enforceable (i) the Intellectual Property rights of others. The Intellectual Property owned by the Company and its subsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There , by a court, regulatory or administrative agency or commission or other governmental authority of competent jurisdiction, (ii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any Intellectual Property; (B) challenging the ownership, 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their such Intellectual Property, excluding office actions before the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States U.S. Patent and Trademark Office during and foreign patent and trademark offices arising in the prosecution ordinary course of the United States patents and patent prosecuting any pending applications included in the within such Intellectual Property have been complied with; and, and (iii) to the Company’s knowledge, 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 used by the Company or and its subsidiaries has been obtained or is being used by the Company or any of its subsidiary subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or any of their current or former employees or independent contractors. Except as disclosed in the Registration Statement and the Prospectus, (i) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe, misappropriate or otherwise violate any Intellectual Property, (ii) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with any Intellectual Property and (iii) to the knowledge of the Company, there is no infringement, misappropriation, or other violation of the Intellectual Property owned by the Company and its subsidiaries, in each case, except as would not be reasonably expected to have a Material Adverse Effect. There are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property of the Company that are required to be described in the Prospectus and are not described in all material respects.

Title to Intellectual Property. The Company and its subsidiaries own, own or possess adequate rights to use, use all material patentsforeign and U.S. patents and all patent rights associated therewith, patent applications, trademarksinventions, registered and unregistered trademarks and service marksmarks and all rights associated therewith, trade names, trade dress, trademark registrations, service xxxx registrations, trade dresscopyrights, designsdatabases and rights associated with databases, data, database moral rights, Internet licenses, trade secrets and all rights associated with trade secrets, domain names, copyrightsproprietary processes, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property rights, including registrations and applications for registrations thereof (collectively, “Intellectual Property”) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectivelyconducted, “Intellectual Property”)and, and to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any knowledge of the product candidates described in the Registration StatementCompany, the Pricing Disclosure Package and the Prospectus conduct of their respective businesses will not infringe any valid issued patent claim, or, except as would not reasonably be expected to have a Material Adverse Effect, infringe, misappropriate or otherwise conflict violate any Intellectual Property. Except as described in any material respect with any knownthe Registration Statement and the Prospectus, valid and enforceable (i) the Intellectual Property rights of others. The Intellectual Property owned by the Company and its subsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There , by a court, regulatory or administrative agency or commission or other governmental authority of competent jurisdiction, (ii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any Intellectual Property; (B) challenging the ownership, 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their such Intellectual Property, excluding office actions before the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States U.S. Patent and Trademark Office during and foreign patent and trademark offices arising in the prosecution ordinary course of the United States patents and patent prosecuting any pending applications included in the within such Intellectual Property have been complied with; and, and (iii) to the Company’s knowledge, 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 used by the Company or and its subsidiaries has been obtained or is being used by the Company or any of its subsidiary subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or any of their current or former employees or independent contractors. Except as disclosed in the Registration Statement and the Prospectus, (i) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe, misappropriate or otherwise violate any Intellectual Property, (ii) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with any Intellectual Property and (iii) to the knowledge of the Company, there is no infringement, misappropriation, or other violation of the Intellectual Property owned by the Company and its subsidiaries, in each case, except as would not be reasonably expected to have a Material Adverse Effect. There are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property of the Company that are required to be described in the Prospectus and are not described in all material respects.

Title to Intellectual Property. The Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus the Company and its subsidiaries own, own or possess rights the valid right to use, use all material patents, patent applications, trademarks, trademark registrations, service marks, trade business names, trademark registrations, service xxxx registrations, Internet domain name registrations, copyrights and related rights, copyright registrations, licenses, trade dresssecrets, designs, undisclosed test data, database design rights, Internet domain names, copyrightsinventions (whether patentable or not), works of authorshipauthorships, licensesdatabases, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary formulae, know how, rights to goodwill or to xxx for passing off, rights in designs, rights in confidential information, systems and other intellectual property, whether registered or proceduresunregistered and including all applications (or rights to apply) necessary for the conduct of their respective businesses as currently conducted for, and as proposed to be conducted renewals or extensions of, such rights (collectively, “Intellectual PropertyProperty Rights”), and necessary to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any conduct of the product candidates described in business of the Registration Statement, Company and its subsidiaries taken as a whole as currently conducted. The Company is not aware of any challenge by any person to the Pricing Disclosure Package and the Prospectus would infringe, misappropriate or otherwise conflict in any material respect with any known, valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or its subsidiaries infringewith respect to any of their Intellectual Property Rights that would reasonably be expected to have a material adverse effect on the Company and its subsidiaries, misappropriate, or otherwise violate, or would, upon the commercialization of any product or service described in the Disclosure Documents taken as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of othersa whole. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party neither the Company nor its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property owned by Rights of any other person. Each of the Company. The material licenses, collaboration, development or other agreements relating to the ownership, license or use of the Intellectual Property Rights necessary to the conduct of the business of the Company and its subsidiaries have taken reasonable steps as a whole to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and, to the Company’s knowledge, 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 or its subsidiaries has been obtained affiliates is a party (collectively, the “License Agreements”) that are described in the Time of Sale Prospectus and the Prospectus is valid, binding upon, and enforceable by or is being used by against the Company or parties thereto in accordance to its subsidiary in violation terms, except as enforceability of any contractual obligation binding on such License Agreement may be limited by (i) the Company effects of bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or its subsidiaries.affecting creditors’ rights and (ii) general equitable principles (whether considered in a proceeding in equity or at

Title to Intellectual Property. The Except as described in the Time of Sale Information or the Offering Memorandum, each of the Company and its subsidiaries own, Subsidiaries owns or possess possesses adequate rights to use, use all material inventions, patents, patent applicationsdesigns, trade secrets, know-how, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrightscopyright works or other information, works of authorship, licenses, and similar intellectual property or proprietary information and know-how rights (including trade secrets all registrations and other unpatented and/or unpatentable proprietary or confidential informationapplications for registration of, systems or proceduresand all goodwill associated with, the foregoing) (herein collectively called “Intellectual Property”) which are necessary for the to conduct of their respective businesses as currently conducted described in the Time of Sale Information and the Officering Memorandum. Except as proposed to be conducted (collectively, “Intellectual Property”), and to set forth in the Company’s knowledgeTime of Sale Information or the Offering Memorandum, neither the manufacture Company nor any of its Subsidiaries has received any notice of, nor the use or sale has any knowledge of, any infringement or misappropriation of or conflict with any rights of the product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus would infringe, misappropriate Company or otherwise conflict in any material of its Subsidiaries by others with respect with any known, valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging Property which, if the validitysubject of an unfavorable decision, enforceability ruling or scope finding, would reasonably be expected to have a Material Adverse Effect. Except as set forth in the Time of Sale Information or the Offering Memorandum, neither the Company nor any Intellectual Property; of its Subsidiaries has received any notice of, or (C) asserting that has knowledge of, any infringement or misappropriation of or conflict with any rights of others by the Company or any of its subsidiaries infringeSubsidiaries with respect to any Intellectual Property which if the subject of an unfavorable decision, misappropriateruling or finding, or otherwise 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 otherswould reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge's knowledge none of the Intellectual Property owned by or licensed to the Company or any of its Subsidiaries is unenforceable or invalid; and the Company is not aware (without having made inquiry) of the granting of any patent rights to third parties or the filing of any patent applications by third parties or of any other rights of third parties to, the or conflicting with, any Intellectual Property owned by the Company are owned free and clear or any of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and, to the Company’s knowledge, 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 or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiariesSubsidiaries.

Title to Intellectual Property. The Except as described in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company owns or has valid, binding and its subsidiaries own, enforceable licenses or possess other rights to use, all material under the patents, patent applications, trademarkslicenses, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain namesinventions, copyrights, works of authorship, licenses, proprietary information and know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to trademarks, service marks, trade names or other intellectual property necessary for, or used in the Company’s knowledgeconduct, neither or the manufacture ofproposed conduct, nor the use or sale of, any of the product candidates business of the Company in the manner described in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus (collectively, the "Intellectual Property"), except where the failure to so own or possess such Intellectual Property rights would not, singly or in the aggregate, have a Material Adverse Effect; the patents, trademarks, and copyrights, if any, included within the Intellectual Property are valid, enforceable, and subsisting; other than as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, (A) the Company is not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual Property, (B) the Company has not received any notice of any claim of infringement, misappropriation or conflict with any asserted rights of others with respect to any of the Company's drug candidates, processes or Intellectual Property, (C) to the knowledge of the Company, neither the sale nor use of any of the discoveries, inventions, drug candidates or processes of the Company referred to in the Registration Statement, the General Disclosure Package or the Final Prospectus do or will, infringe, misappropriate or otherwise conflict in violate any material respect with any known, right or valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or patent claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictionsthird party, and (D) to the knowledge of the Company, no third party has infringed, misappropriated any ownership right in or otherwise violated to any Intellectual Property that is owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain , other than any co-owner of any patent constituting Intellectual Property who is listed on the confidentiality records of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States U.S. Patent and Trademark Office during (the prosecution "USPTO") and any co-owner of the United States patents and any patent applications included in the application constituting Intellectual Property have been complied with; who is named in such patent application, and, to the Company’s knowledge, in all foreign offices having similar requirements, all such requirements have been complied with. To knowledge of the Company’s knowledge, none no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company, other than any licensor to the Company owned of such Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiariesProperty.

Title to Intellectual Property. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries ownSubsidiary own or have valid, binding and enforceable licenses or possess other rights to use, all material under the patents, patent applications, trademarkslicenses, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain namesinventions, copyrights, works of authorship, licenses, proprietary information and know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to trademarks, service marks, trade names or other intellectual property necessary for, or used in the Company’s knowledgeconduct, neither or the manufacture ofproposed conduct, nor the use or sale of, any of the product candidates business of the Company and its Subsidiary in the manner described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus would (collectively, the “Intellectual Property”); the patents, trademarks, and copyrights, if any, included within the Intellectual Property are valid, enforceable, and subsisting; other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Company and its Subsidiary are not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual Property, (B) the Company and its Subsidiary have not received any notice of any claim of infringement, dilution, misappropriation or other conflict regarding any asserted rights of others with respect to any of the Company’s or its Subsidiary’s drug candidates, technologies, processes or Intellectual Property, (C) to the knowledge of the Company, neither the sale nor use of any of the drug candidates, technologies, or processes of the Company or its Subsidiary referred to in the Registration Statement, the General Disclosure Package or the Prospectus do or will, to the knowledge of the Company, infringe, misappropriate or violate any right or valid patent claim of any third party, (D) to the knowledge of the Company, none of the technology employed by the Company or its Subsidiary has been obtained or is being used by the Company or its Subsidiary in material violation of any contractual obligation binding on the Company or its Subsidiary or, to the Company’s knowledge, upon any of its officers, directors or employees or otherwise conflict in violation of the rights of any persons, (E) to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property that is owned by the Company and its Subsidiary, other than any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark Office (the “USPTO”) and any co-owner of any patent application constituting Intellectual Property who is named in such patent application, and, to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company or its Subsidiary, other than any licensor to the Company or its Subsidiary of such Intellectual Property, (F) to the knowledge of the Company, there is no material respect with infringement, misappropriation, dilution, or other violation by third parties of any knownIntellectual Property, valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There (G) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s or its Subsidiary’s rights in or to any Intellectual Property; (B) 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, (H) there is no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; andpending or, to the Company’s knowledge, in all foreign offices having similar requirementsthreatened action, all such requirements have been complied with. To suit, proceeding or claim by others challenging the Company’s knowledge, none of the Company owned Intellectual Property validity or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation scope of any contractual obligation binding on the Company or its subsidiariesIntellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own, Subsidiaries own or possess rights the right to use, use all material patentsinventions, patent applications, patents, trademarks, service marks, trade names, trademark registrationsservice names, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorshiptrade secrets, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential informationintellectual property (collectively, systems or procedures“Intellectual Property”) as are (i) necessary or material for the conduct of their respective businesses as currently conducted and or as currently proposed to be conducted (collectively, “Intellectual Property”), and to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any of the product candidates as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus would infringeand (ii) necessary or material for the commercialization of the products described in the Registration Statement, misappropriate or otherwise conflict in any material respect with any known, valid the General Disclosure Package and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partthe Prospectus as being under development. There is no pending or, to the Company’s knowledge, threatened (i) action, suit, proceeding proceeding, or claim by others: (A) others challenging the Company’s rights of the Company or any of its Subsidiaries in or to any such Intellectual PropertyProperty that, if decided adversely to the Company or such Subsidiary would, individually or in the aggregate, have a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Bii) action, suit, proceeding, or claim by others that the Company or any of its Subsidiaries infringes, misappropriates, or otherwise violates any Intellectual Property of others that, if decided adversely to the Company or such Subsidiary would, individually or in the aggregate, have a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim; or (iii) action, suit, proceeding, or claim by others challenging the validity, scope, or enforceability or scope of any such Intellectual Property; Property owned or (C) asserting that licensed by the Company or its subsidiaries infringe, misappropriate, or otherwise violate, or would, upon Subsidiaries and the commercialization Company is unaware of any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, facts which would form a reasonable basis for any intellectual property rights of otherssuch claim. To the best of the Company’s knowledge, the Intellectual Property operation of the business of the Company and its Subsidiaries as now conducted, and as described in the Prospectus, and in connection with the development and commercialization of the products described in the Prospectus does not infringe, misappropriate, conflict with or otherwise violate any claim of any patent or published patent application of any other person or entity. There is no prior art of which the Company or any of its Subsidiaries is aware that may render any patent owned or licensed by the Company or its Subsidiaries invalid or any patent application owned or licensed by the Company or its Subsidiaries unpatentable which has not been disclosed to the applicable government patent office. The Company’s granted or issued patents, registered trademarks and registered copyrights have been duly maintained and are owned free in full force and clear of all liens, encumbrances, defects and other restrictionseffect, and to the knowledge none of the Companypatents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part. The Company knows of no third party has infringedinfringement, misappropriated misappropriation or otherwise violated violation by others of any Intellectual Property owned or licensed by the CompanyCompany or its Subsidiaries which would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and that are not described therein in all material respects. The Company and its subsidiaries Subsidiaries have taken all reasonable steps necessary to maintain the confidentiality of secure their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included interests in the Intellectual Property have been complied with; and, to the Company’s knowledge, 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 and its Subsidiaries from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the technology or technology (including information technology and outsourced arrangements) employed intellectual property used by the Company or and its subsidiaries Subsidiaries in its business has been obtained or is being used by the Company or its subsidiary Subsidiaries in violation of any contractual obligation binding on the Company or its subsidiariesSubsidiaries, or, to the Company’s knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any persons. No third party has been granted by the Company or its Subsidiaries rights to the Intellectual Property of the Company or its Subsidiaries (other than non-exclusive licenses granted in the ordinary course of business), and there are no such rights that, if exercised, could enable such party to develop products competitive to those of the Company as described in the Registration Statement and the Prospectus. All Intellectual Property owned or exclusively licensed by the Company or its Subsidiaries are free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except those that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its Subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own, or possess rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses Except as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company and the Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the General Disclosure Package and the Prospectus would infringeas being owned or licensed, misappropriate or otherwise conflict in any material respect with any known, have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus except where the failure to obtain or hold would not reasonably be expected to result in a Material Adverse Effect; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or written claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others. The , and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third- party Intellectual Property has or other proprietary rights on behalf of the Company, except for violations which would not been adjudged by reasonably be expected to result in a court of competent jurisdiction to be invalid or unenforceable, in whole or in partMaterial Adverse Event. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s ownership or rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (B) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that , and the Company or its subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization is unaware of any product or service facts which would form a reasonable basis for any such claim, except as described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledgeRegistration Statement, the Intellectual Property owned by General Disclosure Package and the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied withProspectus; and, to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in all foreign offices having similar requirements, all such requirements have been complied with. To 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Intellectual Property; and to the Company’s knowledge, none there is no prior art material to any patent or patent application of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed that may render any U.S. patent held by the Company invalid or its subsidiaries has been obtained or is being used any U.S. patent application held by the Company or its subsidiary in violation of any contractual obligation binding on unpatentable has not been disclosed to the Company or its subsidiariesU.S. Patent and Trademark Office (“USPTO”).

Title to Intellectual Property. The Company and its subsidiaries ownSubsidiaries own or have valid, binding and enforceable licenses or possess other rights to use, under any and all material patents, patent applicationslicenses, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain namesinventions, copyrights, works of authorship, licenses, proprietary information and know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) ), trademarks, service marks, trade names and all other similar intellectual property or proprietary rights throughout the world (including all registrations and applications for registration of, and all goodwill associated with, the foregoing), necessary for for, or used in, the conduct conduct, or the proposed conduct, of their respective businesses as currently conducted the business of the Company and as proposed to be conducted its Subsidiaries in the manner described in the SEC Filings (collectively, the “Intellectual Property”), and to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus would infringe, misappropriate or otherwise conflict in any material respect with any known, valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are is valid, enforceable, and subsisting and is owned free and clear of all liens, encumbrances, defects and other restrictions; other than as disclosed in the SEC Filings, (A) the Company and its Subsidiaries are not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual Property, (B) the Company and its Subsidiaries have not received any notice of any claim of infringement, misappropriation or other violation with any rights of others with respect to any of the Company’s products, services, processes or Intellectual Property, (C) neither the sale nor use of any of the discoveries, inventions, products, services or processes of the Company or any Subsidiary referred to in the SEC Filings do or will infringe, misappropriate or otherwise violate any rights of any third party, (D) none of the technology employed by the Company has been obtained or is being used by the Company in material 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 persons, (E) no third party has any ownership right in or to any Intellectual Property that is owned by the Company or any Subsidiary, other than any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark Office (the “USPTO”) and any co-owner of any patent application constituting Intellectual Property who is named in such patent application, and, to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company or a Subsidiary, other than any licensor to the Company of such Intellectual Property, (F) to the knowledge of the Company, there is no infringement by third parties of any Intellectual Property, (G) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others (x) challenging the Company’s or any Subsidiary’s rights in or to any Intellectual Property, (y) challenging the ownership, validity, enforceability or scope of any Intellectual Property, or (z) alleging that the Company or any Subsidiary has infringed, misappropriated or otherwise violated any Intellectual Property owned by rights of any third party, and in the Company. The case of each of (x), (y) and (z), the Company is not aware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim, (H) the Company and its subsidiaries Subsidiaries have at all times taken all reasonable steps in accordance with normal industry practice to maintain the confidentiality of their all Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including and (I) all founders, current and former employees, contractors, consultants and other parties involved in the execution development of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and, to the Company’s knowledge, 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 signed valid and outsourced arrangements) employed by enforceable confidentiality and invention assignment agreements with the Company or its subsidiaries has been obtained or is being used by a Subsidiary pursuant to which the Company or a Subsidiary has obtained ownership and is the exclusive owner of such Intellectual Property. The Company and its subsidiary Subsidiaries are in violation compliance with the terms of any contractual obligation binding on each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiariesa Subsidiary, and all such agreements are in full force and effect.

Title to Intellectual Property. The Company and each of its subsidiaries ownSubsidiaries owns or, or possess rights in the case of certain intellectual property developed under research and collaboration agreements described in the Registration Statement, the Disclosure Package and the Prospectus, co-owns, or, to usethe knowledge of the Company, has valid, binding and enforceable licenses under all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database patent rights, Internet domain nameslicenses, inventions, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) ), trademarks, service marks, trade names, domain names, registrations and applications for registration of the foregoing, and other intellectual property used in or necessary for the conduct conduct, or the proposed conduct, of their respective businesses as currently conducted the business of the Company, in the manner described in the Registration Statement, the Disclosure Package and as proposed to be conducted the Prospectus (collectively, the “Intellectual Property”), except as would not have a Material Adverse Effect on the Company and to its Subsidiaries taken as a whole, and except as enforceability of any licenses may be limited by bankruptcy and, other similar laws affecting the rights of creditors generally and general principles of equity. To the Company’s knowledge, neither the manufacture of, nor conduct of the use or sale of, any Company’s and its Subsidiaries’ respective business (including the development and commercialization of the product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus would infringeProspectus) has not and, to the Company’s knowledge, will not infringe upon or misappropriate or otherwise conflict in any material respect with any known, valid and enforceable Intellectual Property intellectual property rights of others. The ; the patents, trademarks, and copyrights, if any, included within the Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceableare valid, in whole enforceable, and subsisting; except as would not, individually or in partthe aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole, the Intellectual Property is free and clear of all material liens and encumbrances. There Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries is obligated to pay a material royalty, grant a license to, or provide other material consideration to any third part in connection with the Intellectual Property and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (Ai) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (Bii) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (Ciii) asserting that the Company or any of its subsidiaries infringe, misappropriate, Subsidiaries infringes or otherwise violateviolates, or would, upon the commercialization of any product or service described in the Registration Statement, the Disclosure Documents Package or the Prospectus as under development, infringe, misappropriate, infringe or otherwise violate, any intellectual property patent, trademark, trade name, service name, copyright, trade secret or other proprietary 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. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated any ownership right in or otherwise violated to any registered Intellectual Property that is owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain , other than any co-owner of any patent constituting Intellectual Property who is listed on the confidentiality records of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States U.S. Patent and Trademark Office during the prosecution and any co-owner of the United States patents and any patent applications included in the application constituting Intellectual Property have been complied with; and, to the Company’s knowledge, who is named in all foreign offices having similar requirements, all such requirements have been complied withpatent application. To the knowledge of the Company’s knowledge, none of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries Subsidiaries in the conduct of the business in the manner described in the Registration Statement, the Disclosure Package and the Prospectus has been obtained or is being used by the Company or its subsidiary Subsidiaries in violation of any contractual obligation binding on the Company or upon any of its subsidiariesofficers, consultants, directors or employees. The Company has taken commercially reasonable measures to protect its confidential information and trade secrets and to maintain and safeguard the Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements. The product candidate referred to as SM-88, and described in the Registration Statement, the Disclosure Package and the Prospectus as under development by the Company and/or a Subsidiary thereof, falls within the scope of the claims of one or more patents owned by or licensed to the Company.

Title to Intellectual Property. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company owns or has valid, binding and its subsidiaries own, enforceable licenses or possess other rights to use, all material under the patents, patent applications, trademarkslicenses, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain namesinventions, copyrights, works of authorship, licenses, proprietary information and know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to trademarks, service marks, trade names or other intellectual property necessary for, or used in the Company’s knowledgeconduct, neither or the manufacture ofproposed conduct, nor the use or sale of, any of the product candidates business of the Company in the manner described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus (collectively, the "Intellectual Property"), except where the failure to so own or possess such Intellectual Property rights would not, singly or in the aggregate, have a Material Adverse Effect; the patents, trademarks, and copyrights, if any, included within the Intellectual Property are valid, enforceable, and subsisting; other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Company is not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual Property, (B) the Company has not received any notice of any claim of infringement, misappropriation or conflict with any asserted rights of others with respect to any of the Company's drug candidates, processes or Intellectual Property, (C) to the knowledge of the Company, neither the sale nor use of any of the discoveries, inventions, drug candidates or processes of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus do or will, infringe, misappropriate or otherwise conflict in violate any material respect with any known, right or valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or patent claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) 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 any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictionsthird party, and (D) to the knowledge of the Company, no third party has infringed, misappropriated any ownership right in or otherwise violated to any Intellectual Property that is owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain , other than any co-owner of any patent constituting Intellectual Property who is listed on the confidentiality records of their Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States U.S. Patent and Trademark Office during (the prosecution "USPTO") and any co-owner of the United States patents and any patent applications included in the application constituting Intellectual Property have been complied with; who is named in such patent application, and, to the Company’s knowledge, in all foreign offices having similar requirements, all such requirements have been complied with. To knowledge of the Company’s knowledge, none no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company, other than any licensor to the Company owned of such Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiariesProperty.

Title to Intellectual Property. The Company and its subsidiaries ownown all rights, title and interest in, or possess valid and enforceable license rights to usein, all material patents, patent applications, trademarks, service marks, trade names, trademark applications, trademark registrations, service xxxx applications, service xxxx registrations, trade dress, logos, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and information, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and any other intellectual property, used or held for use in any material respect, or otherwise necessary for for, the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any of the product candidates as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus would infringeProspectus, misappropriate as well as applicable related rights, including moral rights, all goodwill associated with the use of the foregoing, and the right to xxx for past, present and future infringement, misappropriation or otherwise conflict in dilution of any material respect with any knownof the foregoing (collectively, valid and enforceable “Company Intellectual Property”). The Company Intellectual Property rights of others. The Intellectual Property that is owned or purported to be owned by the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. The conduct of the Company and its subsidiaries’ respective businesses has not for the past three (3) years, and does not infringe or misappropriate any intellectual property rights of others. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or other violation of any intellectual property rights of others, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. To the Company’s knowledge, there is no infringement, misappropriation or other violation of any Company Intellectual Property by third parties that would have a Material Adverse Effect on the Company and its subsidiaries taken as a whole. The Company and its subsidiaries hold all ownership rights of the Company Intellectual Property free and clear of all liens, encumbrances, defects or other restrictions. There is no material pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (Ai) challenging the Company’s rights rights, interest, or title in or to any Company Intellectual Property; (Bii) challenging the validity, enforceability or scope of any Company Intellectual Property; or (Ciii) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Documents Package or the Prospectus as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps complied in all material respects with the terms of each agreement pursuant to maintain the confidentiality of their Intellectual Property, the value of which intellectual property has been licensed to the Company is contingent upon maintaining the confidentiality thereofor its subsidiaries, including the execution of appropriate nondisclosure, confidentiality agreements, invention assignment and all such agreements are in full force and invention assignments with their employeeseffect. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States (y) all patents and patent applications, trademark applications included and trademark registrations, and copyright registrations owned or purported to be owned by the Company and its subsidiaries have been duly and properly filed and maintained in all material respects, and (z) there are no material defects in any of the patents or patent applications, trademark applications or trademark registrations, or copyright registrations owned or purported to be owned by the Company or its subsidiaries. All employees or contractors engaged in the development of Company Intellectual Property on behalf of the Company or any of its subsidiaries have been complied with; andexecuted appropriate invention assignment agreements pursuant to which the Company or any of its subsidiaries either (A) has obtained sole and exclusive ownership of such Company Intellectual Property, or (B) has obtained a valid right to exploit such Company Intellectual Property, sufficient for the conduct of the business as currently conducted, and to the Company’s knowledge, in all foreign offices having similar requirements, all no such requirements have agreement has been breached or violated. The Company has complied with. To the Company’s knowledge, none and is not in breach nor has received any asserted or threatened written claim of breach of any Company Intellectual Property license, and the Company owned has no knowledge of any breach or anticipated breach by any other person to any Company Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiarieslicense.