Common use of Intellectual Property Clause in Contracts

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries ownsto their knowledge own, possessespossess, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s or any Subsidiary’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except as would not result in a Material Adverse Effect, (A) and there are no rights unreleased liens or security interests which have been filed against any of third parties to any such Intellectual Property the patents owned by the Company; Company or its Subsidiaries. Furthermore, (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Cii) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding Proceeding or other claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the or its Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Company or its Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding Proceeding or other claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware not aware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding Proceeding or other claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the its Subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; (v) the Company and its Subsidiaries have complied with the material 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; and (Fvi) any product candidates described in the SEC Reports as under development by the Company or its Subsidiaries fall within the scope of the claims of one or more patents or applications relating to the product candidate or its intended use owned by, or exclusively licensed to, the Company or its Subsidiaries; and (vii) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries, except, in the case of clause (vii), as would not reasonably be expected to have a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (Except as defined below) necessary for the conduct of their respective businesses as now conducted or as described disclosed in the Registration Statement, the Pricing Prospectus Time of Sale Information and the Prospectus, the Company or its Subsidiaries own, possess or license the patents and patent applications, copyrights, trademarks, service marks, trade names, Internet domain names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property (collectively, the “Intellectual Property”) used by the Company or its Subsidiaries in, and material to, the conduct of the Company’s or its Subsidiaries’ business as now conducted or as proposed in the Registration Statement, the Time of Sale Information and the Prospectus to be conducted, except where such failure to own or possess the valid right to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Effect. Except To the Company’s knowledge, there is no infringement by third parties of any of the Company’s or its Subsidiaries’ Intellectual Property, except for such infringement as would not not, individually or in the aggregate, result in a Material Adverse Effect, (A) and there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Companylegal or governmental actions, there is no infringementsuits, misappropriation proceedings or violation by third parties of any such Intellectual Property; (C) there is no claims pending or, to the knowledge of the Company’s knowledge, threatened, action, suit, proceeding against the Company or claim by others its Subsidiaries (i) challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, (ii) challenging the validity or scope of any Intellectual Property owned by the Company or the Subsidiaries, or (iii) alleging that the operation of the business of the Company or any of its Subsidiaries as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of a third party and, in the case of (i), (ii) and (iii), which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for reasonably be expected to result in any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and each of its Subsidiaries ownsown, possessespossess, license or have other rights to use, or can acquire could obtain on commercially reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service m▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property (as defined below) Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as described disclosed in the Registration Statement, the Pricing Time of Sale Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (Ai) there are no rights of third parties to any such Intellectual Property owned by the CompanyCompany and its Subsidiaries, except for licenses granted in the ordinary course to third parties, or that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (Bii) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation or violation infringement by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of and its Subsidiaries infringes, misappropriates infringe or otherwise violates violate any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (Fvi) to the Company’s knowledge, there is no employee third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135), or the equivalent in any other jurisdiction, has been commenced against any patent or patent application described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of its Subsidiaries is in or has ever been in violation of clauses (i)-(vii) above, for any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement such infringement by third parties or any restrictive covenant such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to or with have a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyMaterial Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries ownsown, possessespossess, license or can acquire have other adequate rights to use, on reasonable terms, all Intellectual Property (as defined below) material patents, patent applications, trade and service marks, trade and service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property necessary for the conduct of their respective businesses the Company’s and each of its Subsidiary’s business as now conducted or as described in the Registration Statement(collectively, the Pricing Prospectus and “Intellectual Property”), except to the Prospectus extent such failure to be conducted. Except as own, possess or have other rights to use such Intellectual Property would not result in a Material Adverse Effect, . Except as set forth in the Registration Statement: (Aa) there are no rights party has been granted an exclusive license to use any portion of third parties to any such Intellectual Property owned by the CompanyCompany or its Subsidiaries; (Bb) to the knowledge of the Company, there is no infringement, misappropriation or violation infringement by third parties of any such Intellectual PropertyProperty owned by or exclusively licensed to the Company or its Subsidiaries; (Cc) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is and its Subsidiaries are unaware of any facts which would form a reasonable basis for any such claim; (Dd) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope or enforceability of any such Intellectual Property, and the Company is and its Subsidiaries are unaware of any facts which would form a reasonable basis for any such claim; and (Ee) there is no pending orpending, or to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company Company’s or any of its Subsidiaries infringes, misappropriates Subsidiaries’ business as now conducted infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor and its Subsidiaries are unaware of any of the Subsidiaries has received other fact which would form a reasonable basis for any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus Statement and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company, except as otherwise disclosed to the Representative in writing by the Company prior to the date hereof; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries ownssubsidiaries own, possessespossess, have the right to use or can acquire on reasonable termsterms sufficient trademarks, all trade names, patent rights, copyrights, domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property (as defined belowRights”) necessary for or material to the conduct of their respective businesses as the business now conducted or as described proposed in the Registration StatementGeneral Disclosure Package to be conducted by them, the Pricing Prospectus and the Prospectus to be conducted. Except as expected expiration of any such Intellectual Property Rights would not result not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package (i) to the Company’s knowledge, (A) there are no rights of third parties to any such of the Intellectual Property Rights owned or purported to be owned by the CompanyCompany or its subsidiaries (other than Intellectual Property Rights non-exclusive licenses granted by the Company to its partners in the ordinary course of business); (Bii) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation misappropriation, breach, default or violation by third parties other violation, or the occurrence of any such event that with notice or the passage of time would constitute any of the foregoing, by any third party of any of the Intellectual PropertyProperty Rights of the Company or any of its subsidiaries; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others any third party challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to to, or the violation of any such of the terms of, any of their Intellectual Property, Property Rights and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others any third party challenging the validity validity, enforceability or scope of any such Intellectual Property, Property Rights of the Company or any of its subsidiaries and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others any third party that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others, any third party and neither the Company nor is unaware of any of the Subsidiaries has received other fact which would form a reasonable basis for any written notice of such claim; and (Fvi) to none of the Company’s knowledge, no employee of Intellectual Property Rights used or held for use by the Company or any of its Subsidiaries subsidiaries in their businesses has been obtained or is in being used or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with held for use by the Company or any of its Subsidiaries or actions undertaken by the employee while employed with subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patentssubsidiaries or in violation of any rights of any third party, patent applicationsexcept in each case covered by clauses (i) – (vi) such as would not, trade and service marksif determined adversely to the Company or any of its subsidiaries, trade and service mark registrationsindividually or in the aggregate, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyhave a Material Adverse Effect.

Intellectual Property. The Company owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service m▇▇▇ registrations, copyrights, licenses, inventions, trade secrets and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all similar rights (“Intellectual Property (as defined belowRights”) necessary for the conduct of their respective businesses the business of the Company as now conducted or currently carried on and as described in the Registration StatementStatement and the Prospectus, except as would not be reasonably likely to result in a Material Adverse Change. To the Pricing Prospectus knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to be conductedany infringement of, or license or similar fees for, any Intellectual Property Rights of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. The Company has not received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not result reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, Change (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property Rights owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and ; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity rights of the Company in or scope of to any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (EC) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claimclaim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its Subsidiaries. “Intellectual Property” shall mean all patentsofficers, patent applicationsdirectors or employees, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyor otherwise in violation of the rights of any persons.

Intellectual Property. The Company Except as described in the Time of Sale Information and each of its Subsidiaries the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, owns, possessesor has obtained valid and enforceable licenses for, or can acquire on reasonable termsother rights to use, all Intellectual Property the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Time of Sale Information and the Prospectus as defined below) being owned or licensed by them or which are necessary for the conduct of their respective businesses as now conducted currently conducted, except where the failure to own, license or as described have such rights would not, individually or in the Registration Statementaggregate, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in have a Material Adverse EffectEffect (collectively, “Intellectual Property”); (Ai) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) who have or, to the knowledge of either of the Operating Partnership and each of the Guarantors, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Time of Sale Information and the Prospectus disclose is licensed to the Operating Partnership or any Guarantor and for licenses for or other rights to use Intellectual Property which is licensed to the Operating Partnership or any Guarantor on a non-exclusive basis; (ii) none of the Company, there is no infringement, misappropriation the Operating Partnership or violation any of the Subsidiaries has received written notice of any infringement by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the CompanyOperating Partnership and each of the Guarantors, threatened, threatened action, suit, proceeding or claim by others challenging the CompanyOperating Partnership’s or any SubsidiaryGuarantor’s rights in or to any such Intellectual Property, and the Company is Operating Partnership and each of the Guarantors are unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the CompanyOperating Partnership and each of the Guarantors, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is Operating Partnership and each of the Guarantors are unaware of any facts which would could form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the CompanyOperating Partnership and each of the Guarantors, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership or any of its Subsidiaries infringes, misappropriates Subsidiary infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor Operating Partnership and each of the Guarantors are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property owned by or licensed to the Operating Partnership or any Guarantor; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has received any written notice of such claim; and (F) not been disclosed to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade U.S. Patent and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyTrademark Office.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (Except as defined below) necessary for the conduct of their respective businesses as now conducted or as described disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus to be conducted. Except as would not result in a Material Adverse EffectProspectus, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringesown, misappropriates possess, license or otherwise violates any Intellectual Property have other rights to use, or other proprietary rights of otherscould obtain on commercially reasonable terms, all foreign and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, technology, know-how and other intellectual propertyproperty (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries, except for licenses granted in the ordinary course to third parties, or that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135), or the equivalent in any other jurisdiction, has been commenced against any patent or patent application described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries ownssubsidiaries own, possesseshave valid and enforceable license to, or can acquire on reasonable termsotherwise have the right to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other intellectual property and proprietary rights, including registrations and applications for registration thereof (collectively, “Intellectual Property (as defined belowProperty”) which are necessary for or material to the conduct of their respective businesses as now conducted businesses, or as which are described in the Registration Statement, the Pricing Prospectus Disclosure Package, and the Prospectus to be conductedas being owned or licensed by them (collectively, “Company Intellectual Property”). Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to To the knowledge of the Company and its subsidiaries, (i) the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, there is no infringement, misappropriation misappropriate or violation by third parties otherwise violate any Intellectual Property of any such third party; and (ii) the Company Intellectual Property; (C) there Property is not being infringed, misappropriated or otherwise violated by any third party. There is no pending or, to the knowledge of the CompanyCompany or its subsidiaries, threatened, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s or any Subsidiary’s its subsidiaries rights in or to any such Company Intellectual Property, and the Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Company Intellectual Property, and the Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus as under development, infringe or violate, any Intellectual Property of third parties, and the Company and its subsidiaries have not received any notice of, and is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim claim. To the knowledge of the Company and its subsidiaries, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the knowledge of the Company and its subsidiaries, no technology employed by others challenging the validity Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party. The product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of any such Intellectual Propertythe claims of one or more patents or patent applications owned by, and or exclusively licensed to, the Company is unaware or any subsidiary. To the knowledge of any facts which would form a reasonable basis for any such claim; the Company and its subsidiaries, (EA) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that interfere with the issued or pending or, to the knowledge claims of the Company, threatened action, suit, proceeding or claim by others that any patent within the Company Intellectual Property; (B) there is no prior art of which the Company is aware that may render any patent within the Company Intellectual Property invalid or any of its Subsidiaries infringes, misappropriates or otherwise violates any patent application within the Company Intellectual Property or other proprietary rights of others, and neither the Company nor unpatentable; (C) there are no material defects in any of the Subsidiaries has received any written notice of such claimpatents or patent applications included in the Company Intellectual Property; and (FD) to the Company’s knowledge, no employee duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, United States patents and 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 applications within the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean Property have been complied with, and in all patentsforeign offices having similar requirements, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertysuch requirements have been complied with.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses its business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except conducted in all material respects, except as such failure to own, possess, or acquire such rights would not result in have a Material Adverse Effect. To the Company’s Knowledge, all Intellectual Property of the Company is valid and enforceable, except as would not, individually or in the aggregate, have a Material Adverse Effect. The Company has not received any opinion from its legal counsel concluding that any activities of its respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property of any other Person. Except as set forth in the SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company’s Knowledge, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not have a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company’s Knowledge, threatened, threatened action, suit, proceeding Proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company’s Knowledge, the Intellectual Property licensed to the Company, each of the Subsidiaries, has have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding Proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (ED) to the Company’s Knowledge, there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding Proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledgeKnowledge, no Company employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of the Company or that would conflict with the Company’s business; none of the execution and delivery of this Agreement, the carrying on of the Company’s business by the employees of the Company, and the conduct of the Company’s business as proposed, shall conflict with or result in a breach of terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated; and it is not and shall not be necessary to use any inventions, trade secrets or proprietary information of any of its Subsidiaries consultants, or its employees (or Persons it currently intends to hire) made prior to their employment by the Company, except for technology that is licensed to or owned by the Company. All licenses for the use of Company’s Intellectual Property are valid, binding upon, and enforceable against the Company and, to the Company’s Knowledge, the other parties thereto in accordance to its terms. The Company has complied in all material respects with any intellectual property license, and except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company is not in breach nor has ever been in violation received any written notice asserting or threatening any claim of breach of any term of intellectual property license, and to the Company’s Knowledge there is no breach or anticipated breach by any employment contractother Person to any intellectual property license. The Company has taken reasonable steps to protect, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of maintain and safeguard its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade including the execution of appropriate nondisclosure and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyconfidentiality agreements.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, licenses or can acquire on reasonable termshas other rights to use copyrights, all trademarks, service marks, trade names, Internet domain names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct its business in the manner in which it is being conducted and in the manner in which it is contemplated as set forth in the SEC Reports (collectively, the “Intellectual Property”). (i) None of the Intellectual Property is unenforceable or invalid; (ii) except as defined below) necessary for the conduct of their respective businesses as now conducted or as described set forth in the Registration StatementSEC Reports, the Pricing Prospectus and Company has not received any notice of violation or conflict with (the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (ACompany has no knowledge of any basis for violation or conflict with) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) others with respect to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; and (Ciii) except as set forth in the SEC Reports, there is are no pending or, to the Company’s best knowledge after due inquiry, threatened actions, suits, proceedings or claims by others that allege any of the CompanyCompany or a Subsidiary is infringing any patent, threatenedtrade secret, actiontrademark, suitservice ▇▇▇▇, proceeding copyright or claim by others challenging other intellectual property or proprietary right. To the Company’s best knowledge, the discoveries, inventions, products or processes of the Company referenced in the SEC Reports do not violate or conflict with any intellectual property or proprietary right of any third Person, or any Subsidiary’s rights in discovery, invention, product or to process that is the subject of a patent application filed by any such Intellectual Propertythird Person; no officer, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid director or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to the protection, ownership, development use or transfer of the Intellectual Property or, to the Company’s best knowledge after due inquiry, any other intellectual property, except where any violation would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not in breach of and have complied in all material respects with all terms of, any license or other agreement relating to the Intellectual Property. To the extent any Intellectual Property is sublicensed to any of the Company or a Subsidiary by a third party, such sublicensed rights shall continue in full force and effect if the principal third party license terminates for any reason. There are no contracts or other documents related to the Intellectual Property required to be described in or filed as an exhibit to the Registration Statement and the SEC Reports other than those described in or filed as an exhibit to the Registration Statement and the SEC Reports. The Company is not subject to any non-competition agreement, non-solicitation agreement, nondisclosure or other similar restrictions or arrangements relating to any business or service anywhere in the world. The Company has taken all necessary and reasonably appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property (“Confidential Information”). All use or disclosure of Confidential Information owned by the Company by or to a third party has been pursuant to a written agreement between the Company and such third party. All use or any restrictive covenant disclosure of Confidential Information not owned by the Company has been pursuant to or with the terms of a former employer where written agreement between the basis Company and the owner of such violation relates to such employee’s employment with the Company Confidential Information, or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyis otherwise lawful.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses its business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except conducted in all material respects, except as such failure to own, possess, or acquire such rights would not result in have a Material Adverse Effect. Except as set forth in the SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not have a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (ED) to the Company’s knowledge, there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no Company employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of the Company or that would conflict with the Company’s business; none of the execution and delivery of this Agreement, the carrying on of the Company’s business by the employees of the Company, and the conduct of the Company’s business as proposed, will conflict with or result in a breach of terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated; and it is not and will not be necessary to use any inventions, trade secrets or proprietary information of any of its Subsidiaries consultants, or its employees (or Persons it currently intends to hire) made prior to their employment by the Company, except for technology that is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant licensed to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken owned by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyCompany.

Intellectual Property. The Except as disclosed in the SEC Reports, (i) the Company and each of its Subsidiaries ownsSubsidiary owns or has obtained valid and enforceable licenses or options for the inventions, possessespatent applications, or can acquire on reasonable termspatents, all Intellectual Property trademarks (as defined below) both registered and unregistered), trade names, copyrights and trade secrets necessary for the conduct of their its respective businesses as now conducted or business as described in the Registration StatementSEC Reports (collectively, the Pricing Prospectus “Intellectual Property”); and (ii) (a) there are no third parties who have any ownership rights to any Intellectual Property that is owned by, or has been licensed to, the Prospectus to be conducted. Except Company or each Subsidiary for the products described in the SEC Reports that would preclude the Company or any Subsidiary from conducting its business as would not result in currently conducted and have a Material Adverse Effect, (A) there are no except for the ownership rights of third parties to any such the owners of the Intellectual Property owned licensed or optioned by the CompanyCompany or any Subsidiary; (Bb) to the knowledge of the Company’s knowledge, there is are currently no infringement, misappropriation or violation sales of any products that would constitute an infringement by third parties of any such Intellectual PropertyProperty owned, licensed or optioned by the Company or any Subsidiary, which infringement would have a Material Adverse Effect; (Cc) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s rights of the Company or any Subsidiary’s rights Subsidiary in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned owned, licensed or optioned by the Company and each of the Subsidiariesor any Subsidiary, and other than claims which could not reasonably be expected to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and have a Material Adverse Effect; (d) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual PropertyProperty owned, and licensed or optioned by the Company is unaware of or any facts which would form a reasonable basis for any such claimSubsidiary, other than non-material actions, suits, proceedings and claims; and (Ee) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its any Subsidiaries infringes, misappropriates infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights right of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, other than non-competition agreementmaterial actions, non-solicitation agreementsuits, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade proceedings and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyclaims.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except , except as such failure to own, possess, or acquire such rights would not reasonably be expected to result in a Material Adverse Effect. Furthermore, except as described in the SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the CompanyCompany after reasonable investigation (“Knowledge”), there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge Knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any objective facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge Knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and trademarks, trademark registrations, service marks, trade and service mark registrations, trade names, copyrights, copyright registrations, licenses, inventions, trade secrets, Internet domain names, Internet domain name registrations, technology, registrations, trade secret rights, know-how and other intellectual property.

Intellectual Property. The Company Except as described in the Time of Sale Information and each of its Subsidiaries the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, owns, possessesor has obtained valid and enforceable licenses for, or can acquire on reasonable termsother rights to use, all Intellectual Property the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Time of Sale Information and the Prospectus as defined below) being owned or licensed by them or which are necessary for the conduct of their respective businesses as now conducted currently conducted, except where the failure to own, license or as described have such rights would not, individually or in the Registration Statementaggregate, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in have a Material Adverse EffectEffect (collectively, “Intellectual Property”); (Ai) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) who have or, to the knowledge of either of the Operating Partnership and each of the Guarantors, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Time of Sale Information and the Prospectus disclose is licensed to the Operating Partnership or any Guarantor and for licenses for or other rights to use Intellectual Property which is licensed to the Operating Partnership or any Guarantor on a non-exclusive basis; (ii) none of the Company, there is no infringement, misappropriation the Operating Partnership or violation any of the Subsidiaries has received written notice of any infringement by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the CompanyOperating Partnership and each of the Guarantors, threatened, threatened action, suit, proceeding or claim by others challenging the CompanyOperating Partnership’s or any SubsidiaryGuarantor’s rights in or to any such Intellectual Property, and the Company is Operating Partnership and each of the Guarantors are unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the CompanyOperating Partnership and each of the Guarantors, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is Operating Partnership and each of the Guarantors are unaware of any facts which would could form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the CompanyOperating Partnership and each of the Guarantors, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership or any of its Subsidiaries infringes, misappropriates Subsidiary infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor Operating Partnership and each of the Guarantors are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property owned by or licensed to the Operating Partnership or any Guarantor; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has received any written notice of such claim; and (F) not been disclosed to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade U.S. Patent and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.Trademark Office;

Intellectual Property. The Company and each of to its Subsidiaries ownsknowledge own, possessespossess, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except as would not result in a Material Adverse Effect, (A) and there are no rights unreleased liens or security interests which have been filed against any of third parties to any such Intellectual Property the patents owned by the Company; . Furthermore, (Bi) to the knowledge of the Company, there is no infringement, misappropriation misappropriation, or violation by third parties of any such Intellectual Property; (Cii) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding Proceeding, or other claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding Proceeding, or other claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware not aware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding Proceeding, or other claim by others that the Company or any of its Subsidiaries infringes, misappropriates misappropriates, or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; (v) the Company has complied with the material terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect; and (Fvi) any product candidates described in the SEC Reports as under development by the Company fall within the scope of the claims of one or more patents or applications relating to the product candidate or its intended use owned by, or exclusively licensed to, the Company; and (vii) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any Company, except, in the case of its Subsidiariesclause (vii), as would not reasonably be expected to have a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how how, and other intellectual property.

Intellectual Property. The Except to the extent described in the Prospectus, the Company and each of its Subsidiaries owns, possesseslicenses, or can acquire on reasonable termsotherwise has rights in all United States and foreign patents, all Intellectual Property (as defined below) trademarks, service marks, tradenames, copyrights, trade secrets and other proprietary rights necessary for the conduct of their respective businesses its business as now conducted or currently carried on and as proposed to be carried on as described in the Registration StatementProspectus (collectively and together with any applications or registrations for the foregoing, the Pricing Prospectus and the Prospectus to be conducted“Intellectual Property”). Except as would not result specifically described in a Material Adverse Effectthe Prospectus, (Ai) there are no rights of third parties have obtained, or will reasonably be expected to be able to establish, any interest in or rights to any such Intellectual Property owned by from the CompanyCompany or any of its Subsidiaries, other than licenses granted in the ordinary course; (Bii) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation misappropriation, or other violation by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability, or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no prior, pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringeshas infringed, misappropriates misappropriated or violated, does infringe, misappropriate or otherwise violates violate, or would upon further development or commercialization of any product, product candidates, or services described in the Prospectus as under development, infringe, misappropriate or violate, any Intellectual Property or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (vi) to the Company’s knowledge there is no patent or patent application that contains claims that would interfere with or cover (or may interfere with or cover) the claims of any patent or patent application included in the Company Intellectual Property described in the Prospectus or the Disclosure Package or that interferes with the issued or pending claims of any such Intellectual Property; (vii) there is no prior art or public or commercial activity of which the Company is aware that may render any patent held by the Company or any of its Subsidiaries invalid or that would preclude the issuance of any patent on any patent application held by the Company or any of its Subsidiaries unpatentable which has not been disclosed to the U.S. Patent and Trademark Office or, if required to be disclosed, to a relevant foreign patent authority, as the case may be; (viii) neither the Company nor any of the its Subsidiaries has received committed any written notice act or omitted to undertake any act the effect of such claimcommission or omission would render the Intellectual Property invalid or unenforceable in whole or in part; and (Fix) to the Company’s knowledge, no employee the claims of the issued patents included in its and its Subsidiaries’ Intellectual Property are valid and enforceable and the Company is unaware of any facts that would preclude the issuance of a valid and enforceable patent on any pending application included in the Company’s or any of its Subsidiaries’ Intellectual Property; (x) the manufacture, use and sale of the products or product candidates described in the Prospectus as under development by the Company fall within the scope of one or more claims of the patents or patent applications included in the Company’s Intellectual Property; (xi) the Company has taken reasonable steps necessary to secure the interest of the Company and its Subsidiaries in their respective Intellectual Property purported to be owned by the Company or any of its Subsidiaries is from any employees, consultants, agents or contractors that developed (in whole or in part) such Intellectual Property; (xii) there are no outstanding options, licenses or agreements of any kind relating to the Company’s or any of its Subsidiaries’ Intellectual Property or Intellectual Property of any other person or entity that are required to be described in the Prospectus that are not so described therein; and (xiii) no governmental agency, facilities or resources of a university, college, other educational institution or research center has asserted any claim or right in or has ever been in violation to any such of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement the Company’s or any restrictive covenant to or with a former employer where of its Subsidiaries’ Intellectual Property. To the basis Company’s knowledge, none of such violation relates to such employee’s employment with the technology employed by the Company or any of its Subsidiaries has been obtained or actions undertaken is being used by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertySubsidiaries in violation of the rights of any person or third party.

Intellectual Property. The (a) To the best of its knowledge, the Company and has entered into agreements with each of its Subsidiaries ownscurrent and former officers, possessesemployees and consultants involved in research and development work, including development of the Company’s products and technology providing the Company, to the extent permitted by law, with title and ownership to patents, patent applications, trade secrets and inventions conceived, developed, reduced to practice by such person, solely or can acquire on reasonable termsjointly with other of such persons, during the period of employment by the Company except where the failure to have entered into such an agreement would not have a Material Adverse Effect. The Company is not aware that any of its employees or consultants is in material violation thereof. (b) To the Company’s knowledge, the Company owns or possesses adequate rights to use all trademarks, service marks, trade names, domain names, copyrights, patents, patent applications, inventions, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and other intellectual property rights (“Intellectual Property (Property”) as defined below) are necessary for the conduct of their respective businesses as now conducted or its business as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conductedSEC Documents. Except as would not result described in a Material Adverse Effectthe SEC Documents, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Cii) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others against the Company challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the Subsidiariesand, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, Company has not been adjudged invalid or unenforceableunenforceable by a court of competent jurisdiction or applicable government agency, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others against the Company that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim; and (Fv) to the Company’s knowledge, no employee of the Company is the subject of any claim or any of its Subsidiaries is in or has ever been in proceeding involving a violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company Company, in each of (i) through (v), for any instances which would not, individually or any of its Subsidiaries. “Intellectual Property” shall mean all patentsin the aggregate, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyresult in a Material Adverse Effect.

Intellectual Property. The Except for specific matters described in the Prospectus, the Company and each of its Subsidiaries ownssubsidiaries own, possessespossess or have sufficient rights to use all trademarks, or can acquire on reasonable termstrade names, all patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property (as defined belowRights”) necessary for or material to the conduct of their respective businesses as the business now conducted or as described proposed in the Registration Statement, the Pricing Prospectus and the Prospectus to be conductedconducted by them. Except as would not result disclosed in a Material Adverse Effect, the Prospectus (Ai) there are no rights of third parties to any such of the Intellectual Property Rights owned or purported to be owned by the CompanyCompany or its subsidiaries; (Bii) to the Company’s knowledge of the Company, there is no infringement, misappropriation misappropriation, breach, or violation default by any third parties party of any such of the Intellectual PropertyProperty Rights of the Company or any of its subsidiaries; (Ciii) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Companyknowledge, threatened action, suit, proceeding or claim by others any third party challenging the validity Company’s or scope any of its subsidiaries’ rights in or to, or the violation of any such of the terms of, any of their Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claimProperty Rights; (Eiv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others any third party challenging the validity, enforceability or scope of any Intellectual Property Rights of the Company or any of its subsidiaries; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property or other proprietary rights Rights of others, and neither the Company nor any third party; (vi) none of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of Intellectual Property Rights used or held for use by the Company or any of its Subsidiaries subsidiaries in their businesses has been obtained or is in being used or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with held for use by the Company or any of its Subsidiaries or actions undertaken by the employee while employed with subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries. “subsidiaries, and (vii) the Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property” shall mean all patentsProperty Rights the value of which to the Company or any subsidiary is contingent upon maintaining the confidentiality thereof, patent applicationsexcept in each case covered by clauses (i) – (vii) such as would not, trade and service marksif determined adversely to the Company or any of its subsidiaries, trade and service mark registrationsindividually or in the aggregate, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyresult in a Material Adverse Change.

Intellectual Property. The (a) To the best of its knowledge, the Company and has entered into agreements with each of its Subsidiaries ownscurrent and former officers, possessesemployees and consultants involved in research and development work, including development of the Company’s products and technology providing the Company, to the extent permitted by law, with title and ownership to patents, patent applications, trade secrets and inventions conceived, developed, reduced to practice by such person, solely or can acquire on reasonable termsjointly with other of such persons, during the period of employment by the Company except where the failure to have entered into such an agreement would not have a Material Adverse Effect. The Company is not aware that any of its employees or consultants is in material violation thereof. (b) To the Company’s knowledge, the Company owns or possesses adequate rights to use all trademarks, service marks, trade names, domain names, copyrights, patents, patent applications, inventions, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and other intellectual property rights (“Intellectual Property (Property”) as defined below) are necessary for the conduct of their respective businesses as now conducted or its business as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conductedCommission Documents. Except as would not result described in a Material Adverse Effectthe Commission Documents, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Cii) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others against the Company challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the Subsidiariesand, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, Company has not been adjudged invalid or unenforceableunenforceable by a court of competent jurisdiction or applicable government agency, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others against the Company that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim; and (Fv) to the Company’s knowledge, no employee of the Company is the subject of any claim or any of its Subsidiaries is in or has ever been in proceeding involving a violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company Company, in each of (i) through (v), for any instances which would not, individually or any of its Subsidiaries. “Intellectual Property” shall mean all patentsin the aggregate, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyresult in a Material Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries owns, possessesown, or can acquire on reasonable termshave obtained valid and enforceable licenses for, all Intellectual Property or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), tradenames, service names, copyrights, trade secrets and other proprietary information described in the SEC Reports as defined below) being owned or licensed by them or which are necessary for the conduct of their respective businesses as now currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration StatementSEC Reports as under development), except where the Pricing Prospectus and failure to own, license or have such rights could not, individually or in the Prospectus aggregate, reasonably be expected to have a Material Adverse Effect (collectively, “Intellectual Property”); except as could not, individually or in the aggregate, reasonably be conducted. Except as would not result in expected to have a Material Adverse Effect, (Ai) there are no third parties who have or, to the Company’s knowledge will be able to establish rights to any of Intellectual Property of the Company or its Subsidiaries, except for, and to the extent of, the ownership rights of third parties to any such the owners of the Intellectual Property owned by which the CompanySEC Reports disclose are licensed to the Company or any of its Subsidiaries; (Bii) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation or violation infringement by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights its Subsidiaries’ rights, as applicable, in or to any such Intellectual Property, and the Company is and its Subsidiaries are unaware of any facts which would that could form a reasonable basis for any such action, suit, proceeding or claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, and the Company is unaware of any facts which would that could form a reasonable basis for any such action, suit, proceeding or claim; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates infringes or otherwise violates (or would, upon the commercialization of any Intellectual Property product or service described in the SEC Reports as under development, infringe or violate) any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of others, and neither the Company nor is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any of the Subsidiaries has received any written notice of its Subsidiaries, and all such claimagreements are in full force and effect; and (Fvii) to the Company’s knowledge, there is no employee patent or patent application that contains claims that interfere with the issued or pending claims of any of the Company Intellectual Property or that challenges the validity, enforceability or scope of any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents; and (viii) to the Company’s knowledge, there is no prior art that may render any patent applications, trade application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyTrademark Office.

Intellectual Property. The In each case except as otherwise disclosed in the SEC Documents, (1) the Company and each of its Subsidiaries ownsowns or has obtained valid and enforceable licenses for the inventions, possessespatents, patent applications, trademarks, trade names, service names, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms, all Intellectual Property (confidential information) and other intellectual property described in the SEC Documents as defined below) being owned or licensed by it or which are necessary for the conduct of their respective businesses its business as now currently conducted or as currently proposed to be conducted (with respect to the development and commercialization of the product candidates described in the Registration StatementSEC Documents, except where the Pricing Prospectus and failure to own or license such rights would not, individually or in the Prospectus to be conducted. Except as would not result in aggregate, have a Material Adverse Effect) (collectively, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such “Intellectual Property; (C) there is no pending or”), and to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s knowledge the conduct of its business does not infringe, misappropriate, or otherwise conflict in any Subsidiary’s rights in or to material respect with any such rights of others; (2) the Intellectual PropertyProperty of the Company is subsisting, free and clear of all material liens, and has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part and the Company is unaware has no knowledge of any facts which would form a reasonable basis for any such claimadjudication except where such adjudication or material liens would not, individually or in the aggregate, have a Material Adverse Effect; (D3) to the Company’s knowledge, there are no third parties who have rights to any Intellectual Property, except for any customary reversionary rights of third-party licensors with respect to Intellectual Property owned that is disclosed in the SEC Documents as licensed to the Company or a Subsidiary; and, to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property; and (4) the Company and each Subsidiary has complied in all material respects with the terms of the Subsidiaries, and each agreement pursuant to the knowledge of the Company, the which Intellectual Property has been licensed to the Company, each of the Subsidiaries, has not been adjudged invalid Company or unenforceable, in whole or in parta Subsidiary, and there is no pending orall such agreements are in full force and effect except as would not have a Material Adverse Effect. The Company and each Subsidiary has taken commercially reasonable steps to protect, to the knowledge of the Companymaintain, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such and safeguard its Intellectual Property, and including the Company is unaware execution of any facts which would form a reasonable basis for any such claim; (E) there is no pending orappropriate nondisclosure, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of othersconfidentiality agreements, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; invention assignment agreements and (F) invention assignments with its employees or consultants, and, to the Company’s knowledge, no employee of the Company or any of its Subsidiaries consultant is in or has ever been in violation of any material term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyProperty except as would not have a Material Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, licenses or can acquire on reasonable termshas other rights to use, all patents, patent applications, trade and service marks, trade and service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property that are described in the SEC Filings (collectively, the “Intellectual Property (as defined below) Property”); and to the Company’s Knowledge, no additional third party intellectual property rights are necessary for the conduct of their respective businesses the Company’s business in all material respects as now conducted or as proposed in the SEC Filings to be conducted; and (a) except as described in the Registration StatementSEC filings, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the CompanyProperty, including no liens, security interests or other encumbrances; (Bb) to the knowledge of the Company’s Knowledge, there is no infringement, misappropriation or violation material infringement by third parties of any such Intellectual Property; (Cc) there is no pending or, to the knowledge of the Company’s Knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts facts, which would could form a reasonable basis for any such action, suit, proceeding or claim; (Dd) the such Intellectual Property owned by that is described in the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, SEC Filings has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and ; (e) there is no pending or, to the knowledge of the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual PropertyProperty that is owned or licensed by the Company, and the Company is unaware of any facts which would form a reasonable basis for any such claimincluding interferences, oppositions, reexaminations or government proceedings; (Ef) there is no pending or, to the knowledge of the Company’s Knowledge, threatened action, suit, proceeding or claim by others that the Company or any of and its Subsidiaries infringessubsidiaries infringe, misappropriates misappropriate, or otherwise violates violate any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (Fg) to the Company’s knowledgeKnowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the SEC Filings as being owned by or licensed to the Company; (h) to the Company’s Knowledge, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such subsidiary, and all such agreements are in full force and effect; and (i) each key employee of the Company or any and each Company employee involved with the development of its Subsidiaries is in or Intellectual Property has ever been in violation of any term of any employment contract, patent disclosure agreement, entered into an invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyCompany.

Intellectual Property. (a) Each of the Group Companies owns all right, title and interest in and to, free and clear of all Liens, or has all necessary and valid rights to use, all of the Company Intellectual Property, and no item of the Company Intellectual Property is subject to any outstanding Order. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for is valid, enforceable, and subsisting, in full force and effect, and has not been cancelled, expired or abandoned. There is no notice, claim or assertion that any item of the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Company Intellectual Property owned by the Company; (B) to the knowledge of the Company, is invalid and there is no infringementactual, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the best knowledge of the any Group Company, threatenedthreatened claim, action, suitopposition, re-examination, interference or cancellation proceeding with respect thereto. Section 4.11(a) of the Disclosure Schedule sets forth a complete and accurate list of each item of the Company Intellectual Property. (b) None of the Group Companies has interfered with, infringed upon, misappropriated or claim by others challenging the Company’s or violated any Subsidiary’s Intellectual Property rights in or of third parties due to any such its use of Company Intellectual Property, and the Company or has received any charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation, nor is unaware any of such Group Companies aware of any facts which would form a reasonable basis for therefor. No third party has interfered with, infringed upon, misappropriated or violated any Intellectual Property rights of such claim; (D) the Group Companies. There are no outstanding options, licenses or agreements of any kind granted by any Group Company relating to Intellectual Property owned by any Group Company, and such Group Company is not bound by or a party to any options, licenses or agreements of any kind with respect to Intellectual Property owned by any other person or entity, except for standard end-user agreements with respect to commercially available Intellectual Property such as “off the shelf” computer software all of which are valid and fully paid. (c) The Group Companies have used reasonable best efforts to protect their title and ownership in the Company Intellectual Property and each the confidentiality of their trade secrets. (d) None of the SubsidiariesGroup Companies is aware that any of its officers or employees or consultants is obligated under any Contract, and or subject to any Order, that would interfere with the knowledge use of his best efforts to promote the interests of such Group Company or that would conflict with the business as currently conducted or as proposed to be conducted by such Group Company, or that would prevent such officers or employees or consultants from assigning to such Group Company all Intellectual Property conceived, developed or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement nor the carrying on of the business as currently conducted or as proposed to be conducted by any Group Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending orwill, to the best knowledge of the any Group Company, threatened actionconflict with or result in a breach of the terms, suitconditions or provisions of, proceeding or claim by others challenging the validity constitute a violation or scope of default under, any such Intellectual Property, and the Company is unaware Contract or Order under which any of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge officers or employees are currently obligated. None of the Company, threatened action, suit, proceeding Group Companies believes it is or claim by others that the Company or will be necessary to utilize any inventions of any of its Subsidiaries infringes, misappropriates officers or otherwise violates any Intellectual Property employees (or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (Fpeople it currently intends to hire) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant made prior to or with a former employer where outside the basis scope of their employment by such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyGroup Company.

Intellectual Property. The Company and each of and/or its Subsidiaries owns, possessesown, or can acquire on reasonable termshave obtained valid and enforceable licenses for, all Intellectual Property or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), tradenames, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement or the Prospectus as defined below) being owned or licensed by them or which are necessary for the conduct of their respective businesses as now currently conducted or as currently proposed to be conducted that cover the products or product candidates described in the Registration Statement, the Pricing Prospectus and Statement or the Prospectus as under development (collectively, “Intellectual Property”), except where the failure to own, license or have such rights could not, individually or in the aggregate, reasonably be conducted. Except as would not result in expected to have a Material Adverse Effect, . To the Company’s knowledge: (Ai) there are no third parties who have or who will be able to establish rights to any of the patents or patent applications of the Company or its Subsidiaries, except for, and to the extent of, the ownership rights of third parties to any such the owners of the Intellectual Property owned by which the CompanyRegistration Statement or the Prospectus disclose are licensed to the Company or any of its Subsidiaries; (Bii) to the knowledge of the Company, there is no infringement, misappropriation or violation infringement by third parties of any such of the Intellectual Property; (Ciii) there is no pending or, to the knowledge of the Company, threatened, or threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights its Subsidiaries’ rights, as applicable, in or to any such Intellectual Property, and the Company is and its Subsidiaries are unaware of any facts which would that could form a reasonable basis for any such action, suit, proceeding or claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, and the Company is unaware of any facts which would that could form a reasonable basis for any such action, suit, proceeding or claim; (Ev) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates infringes or otherwise violates (or would, upon the commercialization of any Intellectual Property product or service described in the Registration Statement and the Prospectus as under development, infringe or violate) any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of others, and neither the Company nor is unaware of any of the Subsidiaries has received facts that could form a reasonable basis for any written notice of such action, suit, proceeding or claim; and (Fvi) to the Company’s knowledge, no employee of the Company or any of and/or its Subsidiaries is have complied in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment all material respects with the Company or any terms of its Subsidiaries or actions undertaken by the employee while employed with each agreement pursuant to which Intellectual Property has been licensed to the Company or any of its Subsidiaries. “, and all such agreements are in full force and effect; (vii) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property” shall mean all patents, ; and (viii) there is no prior art that may render any patent applications, trade application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyTrademark Office.

Intellectual Property. The (i) All material Intellectual Property Rights used in, or held in relation to the Business are set forth in Schedule 5.8(i). Except for material Intellectual Property Rights licensed to an Acquired Company and each of its Subsidiaries ownsdesignated as such in Schedule 5.8(i), possesses, the Company owns or can acquire on reasonable terms, all has the right to use the material Intellectual Property Rights free from any material Encumbrances, except as set forth in Schedule 5.8(i). (as defined belowii) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result set forth in a Material Adverse EffectSchedule 5.8(ii), (A) there are, and have been, no proceedings, actions or claims and no proceedings, actions or claims are no rights pending or threatened, impugning the title, validity or enforceability of third parties to any such of the material Intellectual Property owned by the Company; Rights or claiming any right or interest in such material Intellectual Property Rights. (Biii) Except as set forth in Schedule 5.8(iii), to the knowledge Sellers’ Knowledge, there is, and has been, no infringement of any material Intellectual Property Rights and none is pending or threatened. (iv) Except as set forth in Schedule 5.8(iv), there is, and has been, no infringement by any Acquired Company of any Intellectual Property of a third party. (v) Except as set forth in Schedule 5.8(v), no Acquired Company is infringing or making unauthorized use of the Company, there is Intellectual Property of any third party and no infringement, misappropriation notice or violation by third parties allegation of any such Intellectual Property; infringement or unauthorized use has been received by any Acquired Company. (Cvi) there is Except as set forth in Schedule 5.8(vi), no pending orAcquired Company is, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceablebeen, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation breach of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement licenses or any restrictive covenant to or other agreements entered into with a former employer where third party under which such Acquired Company is granted rights to use any of the basis material Intellectual Property Rights, and to the Sellers’ Knowledge, none of such violation relates to third parties are in breach of such employee’s employment with the Company license or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “other agreement regarding material Intellectual Property” shall mean Property Rights. (vii) Except as set forth in Schedule 5.8(vii), all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how material royalty and other intellectual propertymaterial payments due under the license and other agreements entered into by any Acquired Company and relating to any material Intellectual Property Rights have been paid, and to the Sellers’ Knowledge, are not subject to any dispute.

Intellectual Property. The Except as disclosed in the Registration Statement and the Prospectus, the Company and each of its Subsidiaries ownsown, possessespossess, license or can acquire on reasonable termshave other rights to use all foreign and domestic patents, all patent applications, trade and service marks, trade and service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property (as defined below) Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or as described otherwise hold adequate rights to use such Intellectual Property would not, individually or in the Registration Statementaggregate, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) to the Company’s knowledge, (A) there are no rights of third parties to any such Intellectual Property owned by the CompanyCompany and its Subsidiaries other than any co-owner of any patent or patent application constituting Intellectual Property who is listed as such on the records of the U.S. Patent and Trademark Office; (Bii) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation or violation infringement by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of and its Subsidiaries infringes, misappropriates infringe or otherwise violates violate any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (Fvi) to the Company’s knowledge, there is no employee third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its Subsidiaries, and all such agreements are in full force and effect (except for agreements that have been terminated), except, in the case of any of its Subsidiaries is in or has ever been in violation of clauses (i)-(vii) above, for any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement such infringement by third parties or any restrictive covenant such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to or with result in a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyMaterial Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or or, to the knowledge of the Company, can acquire on reasonable terms, all material Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except as would not result in a Material Adverse EffectFurthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, except as such action, suit, proceeding or claim would not result in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, except as such action, suit, proceeding or claim would not result in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim, except as such action, suit, proceeding or claim would not result in a Material Adverse Effect, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its SubsidiariesCompany, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, 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 subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyproperty rights.

Intellectual Property. The Each of the Company and each of its Subsidiaries ownssubsidiaries owns or has the valid right to use all patents, possessestrademarks, or can acquire on reasonable termsservice marks, all trade names, trade dress, domain names, copyrights, licenses, trade secrets, inventions, technology, software, systems, know-how, confidential business information and other intellectual property and proprietary rights (collectively, “Intellectual Property (as defined belowRights”) necessary for or otherwise material to the conduct of their respective businesses as the business now conducted or as described proposed in the Registration StatementGeneral Disclosure Package to be conducted by them, the Pricing Prospectus and the Prospectus to be conductedexpected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package or as would not result not, individually or in the aggregate, have a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Ba) to the knowledge of the Company, there is no infringementthird party has infringed, misappropriation misappropriated, diluted or violation otherwise violated in any material respect any Intellectual Property rights of the Company or any of its subsidiaries, and no claims for any of the foregoing have been brought against any third party by third parties of any such Intellectual Propertythe Company or its subsidiaries; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Db) the Intellectual Property Rights owned by the Company and each of the Subsidiariesits subsidiaries and, and to the knowledge of the Company, the Intellectual Property licensed to the CompanyCompany and its subsidiaries, in each case, which Intellectual Property Rights are material to the business of the SubsidiariesCompany and its subsidiaries, has have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding proceeding, investigation or claim by others challenging the validity validity, enforceability, scope, issuance/registration, use or scope ownership of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ec) 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 subsidiaries infringes, misappropriates misappropriates, dilutes or otherwise violates in any material respect any Intellectual Property or other proprietary rights Rights of others, and neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice of any such claim, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (Fd) to none of the Company’s knowledge, no employee Intellectual Property Rights used by the Company or its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries is in or subsidiaries; and (e) each of the Company and its subsidiaries has ever been in violation taken commercially reasonable steps to maintain and protect all Intellectual Property Rights that are material to the conduct of any term its business, and to obtain proper ownership 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 all such violation relates to such employee’s employment with Intellectual Property Rights developed for the Company or any of its Subsidiaries subsidiaries by its employees or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertycontractors.

Intellectual Property. The (a) To the best of its knowledge, the Company and has entered into agreements with each of its Subsidiaries ownscurrent and former officers, possessesemployees and consultants involved in research and development work, including development of the Company’s products and technology providing the Company, to the extent permitted by law, with title and ownership to patents, patent applications, trade secrets and inventions conceived, developed, reduced to practice by such person, solely or can acquire on reasonable termsjointly with other of such persons, during the period of employment by the Company except where the failure to have entered into such an agreement would not have a Material Adverse Effect. The Company is not aware that any of its employees or consultants is in material violation thereof. (b) To the Company’s knowledge, the Company owns or possesses adequate rights to use all trademarks, service marks, trade names, domain names, copyrights, patents, patent applications, inventions, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and other intellectual property rights (“Intellectual Property (Property”) as defined below) are necessary for the conduct of their respective businesses as now conducted or its business as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conductedCommission Documents. Except as would not result described in a Material Adverse Effectthe SEC Documents, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Cii) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others against the Company challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the Subsidiariesand, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, Company has not been adjudged invalid or unenforceableunenforceable by a court of competent jurisdiction or applicable government agency, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others against the Company that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim; and (Fv) to the Company’s knowledge, no employee of the Company is the subject of any claim or any of its Subsidiaries is in or has ever been in proceeding involving a violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company Company, in each of (i) through (v), for any instances which would not, individually or any of its Subsidiaries. “Intellectual Property” shall mean all patentsin the aggregate, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyresult in a Material Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, possesses or can acquire on reasonable terms, terms all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess or acquire such rights would not result in a Material Adverse Effect. Furthermore, except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, or as would not reasonably be expected to result in a Material Adverse Effect: (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others any third party challenging the Company’s or any Subsidiary’s its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others any third party challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others any third party that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of othersany third party, and neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries; and (F) to the knowledge of the Company, there are no rights of third parties to any Intellectual Property owned by the Company and its subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark m▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or to the knowledge of the Company can acquire on reasonable terms, all material Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except as would not result in a Material Adverse EffectFurthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual PropertyProperty owned or licensed by the Company; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual PropertyProperty owned or licensed by the Company, and to the Company is unaware knowledge of any the Company, there are no facts which that would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and to the Company is unaware knowledge of any the Company, there are no material facts which that would form a reasonable basis for any such claim; (ED) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and to the knowledge of the Company, there are no material facts that would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its SubsidiariesCompany, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how technology and other intellectual property.

Intellectual Property. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and each of its Subsidiaries ownsown, possessespossess, license or have other rights to use, or can acquire could obtain on commercially reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property (as defined below) Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as described disclosed in the Registration Statement, the Pricing Time of Sale Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (Ai) there are no rights of third parties to any such Intellectual Property owned by the CompanyCompany and its Subsidiaries, except for licenses granted in the ordinary course to third parties, or that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (Bii) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation or violation infringement by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of and its Subsidiaries infringes, misappropriates infringe or otherwise violates violate any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (Fvi) to the Company’s knowledge, there is no employee third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135), or the equivalent in any other jurisdiction, has been commenced against any patent or patent application described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of its Subsidiaries is in or has ever been in violation of clauses (i)-(vii) above, for any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement such infringement by third parties or any restrictive covenant such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to or with have a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyMaterial Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus Statement and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company, except as otherwise disclosed to the Representative in writing by the Company prior to the date hereof; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee officer of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all similar rights (“Intellectual Property (as defined belowRights”) necessary for the conduct of their respective businesses the business of the Company as now conducted or currently carried on and as described in the Registration StatementStatement and the Prospectus, except as would not be reasonably likely to result in a Material Adverse Change. To the Pricing Prospectus knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to be conductedany infringement of, or license or similar fees for, any Intellectual Property Rights of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. The Company has not received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not result reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, Change (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property Rights owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and ; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity rights of the Company in or scope of to any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (EC) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claimclaim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its Subsidiaries. “Intellectual Property” shall mean all patentsofficers, patent applicationsdirectors or employees, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyor otherwise in violation of the rights of any persons.

Intellectual Property. The Company and each of Company, to its Subsidiaries knowledge, owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses its business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conductedconducted in all material respects. Except as would not result set forth in a Material Adverse Effectthe SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; Property (CB) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (ED) to the Company’s knowledge, there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no Company employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of the Company or that would conflict with the Company’s business; none of the execution and delivery of this Agreement, the carrying on of the Company’s business by the employees of the Company, and the conduct of the Company’s business as proposed, will conflict with or result in a breach of terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated; and it is not and will not be necessary to use any inventions, trade secrets or proprietary information of any of its Subsidiaries consultants, or its employees (or Persons it currently intends to hire) made prior to their employment by the Company, except for technology that is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant licensed to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken owned by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyCompany.

Intellectual Property. (i) The Company Intellectual Property is owned by the Company or its Subsidiaries free and clear of Liens, other than (i) Permitted Liens, (ii) encumbrances, restrictions or other obligations arising under any of the Company Intellectual Property Agreements, or (iii) Liens that could not be reasonably expected to have a Material Adverse Effect on the Company. (i) The Company and each of its Subsidiaries owns, possesseshas taken reasonable steps consistent with applicable industry practice to protect and preserve the confidentiality of material confidential information that they wish to, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of obligated by third parties to any such Intellectual Property owned by the Company; (B) to, protect as Trade Secrets, and, to the knowledge Knowledge of the Company, there is no infringementmisappropriation from the Company of such Trade Secrets by any Person, except where such misappropriation or violation by third parties of any such Intellectual Property; could not reasonably be expected to have a Material Adverse Effect on the Company. (Cii) there is no pending or, to To the knowledge Knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee none of the Company or any of its Subsidiaries or any of its or their current products or services is in infringing upon or has ever been in violation otherwise violating the Intellectual Property of any term third party, except where such infringement could not reasonably be expected to have a Material Adverse Effect on the Company. (iii) As of the date of this Agreement, the Company has not received written notice of any employment contractsuit, patent disclosure agreementclaim, invention assignment agreementaction, non-competition agreementinvestigation or proceeding made, non-solicitation agreementconducted or brought by a third party that has been served upon or, nondisclosure agreement to the Knowledge of the Company, filed or threatened in writing with respect to any restrictive covenant to alleged infringement or with a former employer where the basis of such other violation relates to such employee’s employment with in any material respect by the Company or any of its Subsidiaries or actions undertaken by any of its or their current products or services or other operation of the employee while employed with Company’s or its Subsidiaries’ business of the Company Intellectual Property of such third party. As of the date of this Agreement, to the Knowledge of the Company, there is no pending or threatened claim challenging the validity or enforceability of, or contesting the Company’s or any of its Subsidiaries. “’ rights with respect to, any of the material Company Intellectual Property” shall mean all patents. (iv) The execution and delivery of this Agreement by the Company, patent applicationsand the consummation of the transactions contemplated hereby, trade and service markswill not result in (i) the Company or its Subsidiaries granting to any third party any rights or licenses to any Company Intellectual Property, trade and service mark registrations(ii) any right of termination or cancellation under any Company Intellectual Property Agreement, trade namesor (iii) the imposition of any Lien on any Company Intellectual Property, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyexcept where any of the foregoing (in clauses (i) through (iii)) would not have a Company Material Adverse Effect.

Intellectual Property. The Company owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, copyrights, licenses, inventions, trade secrets and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all similar rights (“Intellectual Property (as defined belowRights”) necessary for the conduct of their respective businesses the business of the Company as now conducted or currently carried on and as described in the Registration StatementStatement and the Prospectus, except as would not be reasonably likely to result in a Material Adverse Change. To the Pricing Prospectus knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to be conductedany infringement of, or license or similar fees for, any Intellectual Property Rights of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. The Company has not received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not result reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, Change (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property Rights owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and ; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity rights of the Company in or scope of to any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (EC) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claimclaim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its Subsidiaries. “Intellectual Property” shall mean all patentsofficers, patent applicationsdirectors or employees, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyor otherwise in violation of the rights of any persons.

Intellectual Property. (a) The Company and each of its Subsidiaries Company, directly or indirectly, owns, possesses, or can acquire on reasonable termsis licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property (Rights that are material to the business of the Company and its Subsidiaries, taken as defined below) necessary for the conduct of their respective businesses a whole, as now currently conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus proposed to be conducted. Except as conducted (the "COMPANY INTELLECTUAL PROPERTY RIGHTS"), except where the failure to do so would not result in have a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by Effect on the Company; . (Bb) Except as disclosed on Schedule 4.21(b), no claims have been asserted to the knowledge of the Company, there is no infringement, misappropriation Company or violation by third parties of any such Intellectual Property; (C) there is no pending Subsidiary in writing or, to the knowledge of the Company, threatened, action, suit, proceeding or claim are threatened by others challenging the Company’s or any Subsidiary’s rights in or to person nor are there any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending orvalid grounds, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; bona fide claims (Ei) there is no pending or, to against the knowledge of the Company, threatened action, suit, proceeding or claim use by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any of the Company Intellectual Property Rights, or other proprietary rights of others, and neither (ii) challenging the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of ownership by the Company or any of its Subsidiaries is in Subsidiaries, or has ever been in violation the validity or effectiveness of any term of the Company Intellectual Property Rights, except for such claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (c) Neither the Company nor any of its Subsidiaries has any outstanding claim or suit for, and the Company has no knowledge of, any continuing infringement by any other Person of any employment contractCompany Intellectual Property Rights. No Company Intellectual Property Right is subject to any outstanding judgment, patent disclosure agreementinjunction, invention assignment agreementorder, non-competition agreement, non-solicitation agreement, nondisclosure decree or agreement or any restrictive covenant to or with a former employer where restricting the basis of such violation relates to such employee’s employment with use thereof by the Company or any of its Subsidiaries or actions undertaken restricting the licensing thereof by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertySubsidiaries to any Person.

Intellectual Property. The Company and each of its Subsidiaries ownssubsidiary own, possessespossess, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses its business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Except as set forth in the SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (Cii) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (Fv) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its SubsidiariesCompany, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries ownsown, possessespossess, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s or any Subsidiary’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except as would not result in a Material Adverse Effect, (A) and there are no rights unreleased liens or security interests which have been filed against any of third parties to any such Intellectual Property the patents owned by the Company; Company or its Subsidiaries. Furthermore, (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Cii) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding Proceeding or other claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the or its Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Company or its Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding Proceeding or other claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware not aware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding Proceeding or other claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the its Subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; (v) the Company and its Subsidiaries have complied with the material 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; and (Fvi) any product candidates described in the SEC Reports as under development by the Company or its Subsidiaries fall within the scope of the claims of one or more patents or applications relating to the product candidate or its intended use owned by, or exclusively licensed to, the Company or its Subsidiaries; and (vii) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries, except, in the case of clause (vii), as would not reasonably be expected to have a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, licenses or can acquire on reasonable termshas other rights to use all foreign and domestic patents, all patent applications, trade and service marks, trade and service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property (as defined below) Property”), necessary for the conduct of their respective businesses its business as now conducted except to the extent that the failure to own, possess, license or as described otherwise hold adequate rights to use such Intellectual Property would not, individually or in the Registration Statementaggregate, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in have a Material Adverse Effect. (i) Except as disclosed in the Registration Statement and the Prospectus, (A) there are no rights of third parties to any such Intellectual Property owned by the Company, except for any such rights as would not, individually or in the aggregate, result in a Material Adverse Effect; (Bii) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation or violation infringement by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (Fvi) to the Company’s knowledge, there is no employee of third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Registration Statement and the Prospectus as being owned by or licensed to the Company; and (vii) the Company has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any of its Subsidiaries is such pending or threatened suit, action, proceeding or claim as would not, individually or in or has ever been the aggregate, result in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyMaterial Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or or, to the knowledge of the Company, can acquire on reasonable terms, all material Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except as would not result in a Material Adverse EffectFurthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, and except as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in or reasonably be expected to have a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, except as such action, suit, proceeding or claim would not result in or reasonably be expected to have a Material Adverse Effect,, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) 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 subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries or its subsidiaries has received any written notice of such claim, except as such action, suit, proceeding or claim would not result in or reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in or reasonably be expected to have a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company Company, the Operating Partnership and each of its the Subsidiaries ownsown, possessespossess, license or have other rights to use, use, or can acquire on reasonable termsall patents, all trade and service marks, trade and service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property (as defined belowProperty”) necessary for the conduct of their respective businesses business as now conducted and can independently develop or acquire any additional Intellectual Property necessary for the conduct of their business as described proposed in the Registration Statement, the Pricing Prospectus and the Prospectus General Disclosure Package to be conducted. Except as , except where the failure to own, possess, license or have other rights to use or acquire would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. Except as set forth in the General Disclosure Package, (Aa) no party has been granted an exclusive license to use any portion of such Intellectual Property owned by the Company, the Operating Partnership, or the Subsidiaries; (b) to the knowledge of the Transaction Entities, there are is no rights of material infringement by third parties to of any such Intellectual Property owned by the Company, the Operating Partnership, or the Subsidiaries; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Cc) there is no pending or, to the knowledge of the CompanyTransaction Entities, threatened, threatened action, suit, proceeding or claim by others challenging either of the Company’s or any Subsidiary’s rights Transaction Entities in or to any such material Intellectual PropertyProperty owned by the Company, the Operating Partnership, or the Subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Dd) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the CompanyTransaction Entities, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual PropertyProperty owned by the Company, or the Subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (Ee) there is no pending or, to the knowledge of the CompanyTransaction Entities, threatened action, suit, proceeding or claim by others that the Company or any business of its Subsidiaries infringesthe Company, misappropriates the Operating Partnership and the Subsidiaries, as now conducted infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor Transaction Entities are unaware of any of the Subsidiaries has received other fact which would form a reasonable basis for any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The (a) Except as could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect: (i) to the knowledge of the Company, the Company and each of its the Company Subsidiaries owns, possesses, own or can acquire on reasonable terms, are licensed to use all Intellectual Property (as defined below) used in or necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be currently conducted. Except as would not result in a Material Adverse Effect, ; (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bii) to the knowledge of the Company, there is no infringement, misappropriation the conduct of the business of the Company and the Company Subsidiaries as currently conducted does not infringe upon or violation by third parties misappropriate the Intellectual Property rights of any such Intellectual Property; third party; (Ciii) there is are no claims or suits pending or, to the knowledge of the CompanyCompany and except as set forth in Section 3.13(a)(iii) of the Company Disclosure Schedule, threatened, action, suit, proceeding threatened against the Company or claim by others any Company Subsidiary (A) alleging that the conduct of the business of the Company or any Company Subsidiary as currently conducted infringes upon or misappropriates the Intellectual Property rights of any third party or (B) challenging the Company’s ownership, use, validity or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware enforceability of any facts which would form a reasonable basis for any such claim; (D) the item of Intellectual Property owned by the Company and each or a Company Subsidiary (“Company Owned Intellectual Property”); (iv) with respect to the Company Owned Intellectual Property, the Company or a Company Subsidiary is the owner of the Subsidiariesentire right, title and interest in and to such Company Owned Intellectual Property, free and clear of all liens, encumbrances and other restrictions, and is entitled to use such Company Owned Intellectual Property in the continued operation of its respective business; (v) there are no settlements, forbearances to s▇▇, consents, judgments, orders or similar obligations which (A) restrict the business of the Company or any Company Subsidiary in or under any Intellectual Property rights of any third party; or (B) permit any third party to use any Company Owned Intellectual Property; (vi) Section 3.13(a)(vi) of the Company Disclosure Schedule sets forth each item of material Intellectual Property licensed to the Company or a Company Subsidiary (“Company Licensed Intellectual Property”), and the Company or a Company Subsidiary has the right to use such Company Licensed Intellectual Property in the continued operation of its respective business in accordance with the terms of the license agreement governing such Company Licensed Intellectual Property and the Company and the Company Subsidiaries have used such Company Licensed Intellectual Property in accordance with the terms of such license agreement; (vii) to the knowledge of the Company, the Company Owned Intellectual Property licensed to the Companyis valid and enforceable, each of the Subsidiaries, and has not been adjudged invalid or unenforceable, unenforceable in whole or in part, and there is no pending or, ; (viii) to the knowledge of the Company, threatened action, suit, proceeding no person is engaging in any activity that infringes upon or claim by others challenging misappropriates the validity or scope of any such Company Owned Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; ; (Eix) there is no pending or, to the knowledge of the Company, threatened actioneach license of the Company Licensed Intellectual Property is valid and enforceable, suitis binding on all parties to such license, proceeding and is in full force and effect; (x) to the knowledge of the Company, no party to any license of the Company Licensed Intellectual Property is in breach thereof or claim default thereunder; and (xi) neither the execution of this Agreement nor the consummation of any Transaction will adversely affect any of the Company’s or Company Subsidiaries’ rights with respect to the Company Owned Intellectual Property or the Company Licensed Intellectual Property. (b) Except as could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Company and Company Subsidiaries have taken commercially reasonable actions to protect each item of Company Owned Intellectual Property. The Company and Company Subsidiaries have policies of (i) obtaining assignments from all technical employees and consultants, who are involved in any way in the research, development or invention of technology, of all of their rights in the technology created by others that them within the scope of their employment during such employment and (ii) requiring all directors who are involved in an executive capacity with the Company or any a Company Subsidiary, officers, management employees, and technical and professional employees of its the Company and Company Subsidiaries infringes, misappropriates to enter into written agreements with the Company or otherwise violates any Intellectual Property Company Subsidiaries to maintain in confidence all confidential or other proprietary rights information acquired by them in the course of others, their employment. The Company and Company Subsidiaries enforce the foregoing policies in a manner consistent with industry standard practices and neither the Company nor the Company Subsidiaries are aware of any violations of the Subsidiaries foregoing policies. (c) The Company or any Company Subsidiary has received not agreed to indemnify any written notice third party for or against any infringement or misappropriation with respect to any third party Intellectual Property other than in the ordinary course of such claim; and business. (Fd) to The consummation of the Company’s knowledge, no employee Transactions will not result in the Company or any Company Subsidiary being bound by any non-compete or other restriction on the operation of any business of the Company or any of its Subsidiaries is Company Subsidiary, or in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with grant by the Company or any Company Subsidiary of its Subsidiaries any rights or actions undertaken by the employee while employed with the licenses to any Company Owned Intellectual Property. (e) The Company or any Company Subsidiary has not licensed any Company Owned Intellectual Property to any third party other than in the ordinary course of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertybusiness.

Intellectual Property. The (1) To the Company's knowledge, other than software and technology licenses that are generally commercially available, the Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and each of its Subsidiaries ownsknow-how (collectively, possesses, or can acquire on reasonable terms, all "Intellectual Property (as defined belowProperty") necessary for to the conduct business of their respective businesses the Company as now conducted or as described in the Registration Statementpresently conducted, the Pricing Prospectus lack of which could reasonably be expected to have a material adverse effect on the Company's financial condition, results of operations, assets, liabilities, business or prospects, and no claim is pending or, to the Prospectus Company's knowledge, threatened to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no the effect that the operations of the Company infringe upon or conflict with the asserted rights of third parties any other person under any Intellectual Property, and, to the Company's knowledge, there is no reasonable basis for any such claim (whether or not pending or threatened). No claim is pending or, to the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company; , or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the Company's knowledge, there is no reasonable basis for any such claim (Bwhether or not pending or threatened). To the Company's knowledge, all Intellectual Property developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to provide the services or proposed services of the Company. There are no agreements, understandings, instruments, contracts, judgments, orders or decrees to which the Company is a party or by which it is bound which involve indemnification by the Company with respect to infringements of Intellectual Property. (2) to To the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of party may assert any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or valid claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that against the Company or any of its Subsidiaries infringes, misappropriates Designated Person (as defined below) with respect to (A) the continued employment by or otherwise violates any Intellectual Property or other proprietary rights of others, and neither association with the Company nor of any of the Subsidiaries has received any written notice of such claim; and present officers or employees of, or consultants to, the Company (Fcollectively, the "Designated Persons"), or (B) to the Company’s knowledge, no employee of use or disclosure by the Company or any of its Subsidiaries is in or has ever been in violation Designated Person 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 information which the Company or any Designated Person would be prohibited from using or disclosing under any prior agreements or arrangements or under any laws, including, without limitation, laws applicable to unfair competition, trade secrets or proprietary information. The Company does not believe it is or will be necessary to use any inventions of its Subsidiaries any Designated Person made prior to his or actions undertaken her employment or engagement by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyCompany.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual PropertyProperty owned or possessed by the Company, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) 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 subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possessespossesses or has valid and enforceable licenses to use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess, or acquire such rights would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) 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 subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries owns, possessespossesses or has valid and enforceable licenses to use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it Subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Time of Sale Prospectus and the Prospectus to be conducted. Except , except as such failure to own, possess, or acquire such rights would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, the effect of which would have a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware effect of any facts which would form have a reasonable basis for any such claimMaterial Adverse Effect; (DC) the Intellectual Property owned by the Company and each of the its Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Company and its Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware effect of any facts which would form have a reasonable basis for any such claimMaterial Adverse Effect; (ED) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the its Subsidiaries has received any written notice of such claim, the effect of which would have a Material Adverse Effect; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries, the effect of which would have a Material Adverse Effect; and (F) there is no U.S. patent or published U.S. patent application which contains claims that dominate or may dominate any Intellectual Property described in the Registration Statement, Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company or that interferes with the issued or pending claims of any such Intellectual Property. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. (i) The Company and each of its Subsidiaries owns, possessesor is licensed or otherwise possesses legally enforceable rights to use all patents, trademarks, trade names, service marks, copyrights and any applications therefor, technology, know-how, computer software programs or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted applications and tangible or as described intangible proprietary information or materials that are used in the Registration Statementbusiness of the Company as currently conducted, except for any such failures to own, be licensed or possess that, individually or in the Pricing Prospectus and the Prospectus aggregate, are not reasonably likely to be conducted. Except as would not result in have a Material Adverse EffectEffect on the Company or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) Except as is not reasonably likely to have a Material Adverse Effect on the Company or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement: (A) there are no rights the Company is not, nor will it be as a result of third parties the execution and delivery of this Agreement or the performance of its obligations hereunder, in violation of any licenses, sublicenses and other agreements as to which the Company is a party and pursuant to which the Company is authorized to use any such third-party patents, trademarks, service marks, copyrights, trade secrets or computer software (collectively, “Third-Party Intellectual Property owned by the CompanyRights”); (B) no claims with respect to (I) the knowledge of patents, registered and material unregistered trademarks and service marks, registered copyrights, trade names and any applications therefor, trade secrets or computer software owned by the CompanyCompany (collectively, there is no infringement, misappropriation the “Company Intellectual Property Rights”); or violation by third parties of any such (II) Third-Party Intellectual Property; (C) there is no Property Rights are currently pending or, to the knowledge of the Company, threatenedare threatened by any Person; and (C) the Company does not know of any valid grounds for any bona fide claims (I) against the use by the Company of any Company Intellectual Property Rights or Third-Party Intellectual Property Rights used in the business of the Company as currently conducted or as proposed to be conducted; (II) challenging the ownership, action, suit, proceeding validity or claim by others enforceability of any Company Intellectual Property Rights; or (III) challenging the Company’s license or legally enforceable right to use any Subsidiary’s rights in or to any such Third-Party Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyRights.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus Supplement to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, except as described in the Registration Statement, the Prospectus and the Prospectus Supplement, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge Knowledge (as defined herein) of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge Knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any objective facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge Knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and trademarks, trademark registrations, service marks, trade and service mark registrations, trade names, copyrights, copyright registrations, licenses, inventions, trade secrets, Internet domain names, Internet domain name registrations, technology, registrations, trade secret rights, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined belowi) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A3(m)(i) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation Disclosure Schedule identifies each patent or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such registered Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property or application therefor, owned by the Company and each or any of the its Subsidiaries, and each material written license or other agreement or material oral agreement that would be reasonably considered to the knowledge of the Company, the Intellectual Property licensed exist (excluding off-the-shelf software license agreements) pursuant to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringeshas granted to any third party, misappropriates or otherwise violates has been granted by any third party, any rights in the Intellectual Property. (ii) With respect to each material item of Intellectual Property other than the license agreements identified in §3(m)(i) of the Disclosure Schedule, and except as otherwise indicated on §3(m)(i) of the Disclosure Schedule: (A) the Company and/or its Subsidiaries owns all right, title and interest in and to such item of Intellectual Property, free and clear of any Security Interest, license or other proprietary rights restriction; (B) to the Knowledge of othersthe Company, and such item of Intellectual Property is not subject to any outstanding injunction, judgment, order, decree, ruling or charge; and (C) no action, suit, proceeding, hearing, investigation, written claim or written demand is pending or, to the Knowledge of the Company, is threatened which challenges the legality, validity, enforceability, use or ownership of such item of Intellectual Property; (iii) With respect to each agreement identified in §3(m)(i) of the Disclosure Schedule: (A) neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) its Subsidiaries, nor to the Company’s knowledge, no employee Knowledge of the Company, any other party to any such agreement is in material breach or default thereof; and (B) neither the Company or nor any of its Subsidiaries has repudiated any provision thereof, nor has the Company received any notice that any other party to any such agreement has repudiated any provision thereof; and (C) each such agreement is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant full force and effect as to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “, and the Company has not received any notice that would indicate that any such agreement is not in full force and effect as to each other party thereto. (iv) Neither the Company nor any of its Subsidiaries has received notice of any claim that it is infringing the Intellectual Property” shall mean all patentsProperty of any third party that would have a material effect on the Company or its Subsidiaries, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertythe Company has no Knowledge of any infringement by any third party of any material Intellectual Property owned or used by the Company or any of its Subsidiaries.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus Supplement to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, except as described in the Registration Statement, the Prospectus and the Prospectus Supplement and except as would not have a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge Knowledge (as defined herein) of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (CB) there is no pending or, to the knowledge Knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any objective facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge Knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertysubsidiaries.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, owns or possesses or has valid rights to use or can develop or acquire on reasonable termsterms all patents, all patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property (as defined belowRights”) necessary for the conduct of their respective businesses the business of the Company as now conducted or currently carried on and as described in the Registration Statement, the Pricing Prospectus General Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to be conductedany infringement of any Intellectual Property Rights of others. The Company has not received any written notice alleging any such infringement or conflict with asserted Intellectual Property Rights of others. Except as would not result reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, Change (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property Rights owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and ; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity rights of the Company in or scope of to any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (EC) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries Company, or actions undertaken by the employee while employed with the Company. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the General Disclosure Package and the Prospectus and are not materially described therein. The Registration Statement, the General Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its Subsidiaries. “Intellectual Property” shall mean all patentsofficers, patent applicationsdirectors or employees, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyor otherwise in violation of the rights of any persons.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, has a valid license to use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus General Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess, license or acquire such rights would not result in a Material Adverse Effect. “Intellectual Property” means all patents, patent applications, trade and service marks, trade and service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property. Except as described in the Registration Statement, in the General Disclosure Package and in the Prospectus or as would not individually or in the aggregate be expected to result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B1) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C2) there is no pending or, to the knowledge of the Company’s knowledge, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D3) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and and, to the knowledge of the Company’s knowledge, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E4) there is no pending or, to the Company’s knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (F5) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever has, within the past three years, been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries. “The Company and its subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyexcept where failure to do so would not result in a Material Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries ownssubsidiary own, possessespossess, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses its business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Except as set forth in the SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (Cii) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (Fv) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its SubsidiariesCompany, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark m▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company Schedule 3.23 sets forth a list of all material registered and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all material unregistered Intellectual Property (as defined below) necessary for owned by the Company and used in the conduct of their respective businesses as now conducted its business and all agreements granting any right to use or as described practice any right relating to the Intellectual Property currently used in the Registration Statement, conduct of the Pricing Prospectus and Company's business (the Prospectus to be conducted"Licenses") as of the date hereof. Except as would not result set forth in the Disclosure Statement (i) the Company is the sole owner of all of its rights under the Licenses free and clear of any liens, claims, encumbrances or interests; (ii) the Company is the sole owner of, or has a Material Adverse Effectvalid right to use pursuant to a License, all patents and patent applications, registered and unregistered trademarks, service marks, trade names, trade dress, logos, company names and other source or business identifiers, including all goodwill associated therewith, the names, likenesses and other attributes of individuals, registered and unregistered copyrights, computer programs and databases, trade secrets, proprietary technology, know-how, industrial designs and other confidential information and any pending applications for any of the foregoing (Acollectively, the "Intellectual Property") there are no rights currently used in the conduct of third parties to any such Intellectual Property owned by the Company's business, free and clear of any liens, claims, encumbrances or interests; (Biii) to the knowledge Company's best knowledge, the present operations of the CompanyCompany do not, there is no infringementand its past operations did not, misappropriation infringe upon, violate, interfere or violation by third parties conflict with the rights of others with respect to any such Intellectual Property; (C) there , and no claim is no pending or, to the knowledge of the Company's best knowledge, threatened, action, suit, proceeding or claim by others challenging to this effect; (iv) to the Company’s or any Subsidiary’s rights in or to any such Intellectual Property's best knowledge, and the Company is unaware none of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged is invalid or unenforceable, or has not been used or enforced or has failed to be used or enforced in whole a manner that would result in the abandonment, cancellation or in part, unenforceability of any of the Intellectual Property and there no claim is no pending or, to the knowledge of the Company's best knowledge, threatened actionthreatened, suitto this effect; (v) no License provision or any other contract, proceeding agreement or claim by others challenging the validity or scope of any such Intellectual Property, and understanding to which the Company is unaware a party would prevent the continued use by the Company (as currently used by the Company) of any facts which would form a reasonable basis for any such claimIntellectual Property following the consummation of the transactions contemplated hereby; (Evi) to the Company's best knowledge, no person is infringing upon or otherwise violating any Intellectual Property or License; and (vii) there is are no claims pending or, to the knowledge of the Company's best knowledge, threatened actionin connection with any License, suitin all cases in clauses (i) through (vii) of this Section 3.23 with only such exceptions as would not, proceeding individually or claim by others that in the Company or any of its Subsidiaries infringesaggregate, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with have a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyMaterial Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses its business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except conducted in all material respects, except as such failure to own, possess, or acquire such rights would not result in have a Material Adverse Effect. To the Company’s Knowledge, all Intellectual Property of the Company is valid and enforceable, except as would not, singly or in the aggregate, have a Material Adverse Effect. The Company has not received any opinion from its legal counsel concluding that any activities of its respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property of any other person. Except as set forth in the SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company’s Knowledge, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not have a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company’s Knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company’s Knowledge, the Intellectual Property licensed to the Company, each of the Subsidiaries, has have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (ED) to the Company’s Knowledge, there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledgeKnowledge, no Company employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of the Company or that would conflict with the Company’s business; none of the execution and delivery of this Agreement, the carrying on of the Company’s business by the employees of the Company, and the conduct of the Company’s business as proposed, will conflict with or result in a breach of terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated; and it is not and will not be necessary to use any inventions, trade secrets or proprietary information of any of its Subsidiaries consultants, or its employees (or Persons it currently intends to hire) made prior to their employment by the Company, except for technology that is licensed to or owned by the Company. All licenses for the use of Company’s Intellectual Property are valid, binding upon, and enforceable against the Company and, to the Company’s Knowledge, the other parties thereto in accordance to its terms. The Company has complied in all material respects with any intellectual property license, and except as would not, singly or in the aggregate, have a Material Adverse Effect, the Company is not in breach nor has ever been in violation received any written notice asserting or threatening any claim of breach of any term intellectual property license, and to the Company’s Knowledge there is no breach or anticipated breach by any other person to any intellectual property license. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property, including the execution of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, appropriate nondisclosure agreement and confidentiality agreements. The Company has not received a notice (written or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or otherwise) that any of its Subsidiaries or actions undertaken by the employee while employed with Intellectual Property necessary for the Company or any conduct of its Subsidiaries. “Intellectual Property” shall mean all patentsbusiness as now conducted or as described in the SEC Reports has expired, patent applicationsterminated or been abandoned, trade and service marksor is expected to expire or terminate or be abandoned, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertywithin two (2) years from the date of this Agreement.

Intellectual Property. The Company Company, the Operating Partnership and each of its the Subsidiaries ownsown, possessespossess, license or have other rights to use, use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyproperty (collectively, the “Intellectual Property”) necessary for the conduct of their business as now conducted and can independently develop or acquire any additional Intellectual Property necessary for the conduct of their business as proposed in the Time of Sale Information to be conducted, except where the failure to own, possess, license or have other rights to use or acquire would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. Except as set forth in the Time of Sale Information, (a) no party has been granted an exclusive license to use any portion of such Intellectual Property owned by the Company, the Operating Partnership, or the Subsidiaries; (b) to the knowledge of the Transaction Entities, there is no material infringement by third parties of any such Intellectual Property owned by the Company, the Operating Partnership, or the Subsidiaries; (c) there is no pending or, to the knowledge of the Transaction Entities, threatened action, suit, proceeding or claim by others challenging either of the Transaction Entities in or to any material Intellectual Property owned by the Company, the Operating Partnership, or the Subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (d) to the knowledge of the Transaction Entities, there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property owned by the Company, or the Subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (e) there is no pending or, to the knowledge of the Transaction Entities, threatened action, suit, proceeding or claim by others that the business of the Company, the Operating Partnership and the Subsidiaries, as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Transaction Entities are unaware of any other fact which would form a reasonable basis for any such claim.

Intellectual Property. The Company and each of its Subsidiaries ownsthe Subsidiary own, possessespossess, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses business as now conducted or as described in the Registration Statement, the Pricing Base Prospectus and the Prospectus Supplement to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse EffectChange. Except as set forth in the Registration Statement, the Base Prospectus and the Prospectus Supplement, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Change; (Cii) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any the Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the Subsidiaries, Subsidiary and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of Company and the Subsidiaries, has Subsidiary have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringesthe Subsidiary infringe, misappropriates misappropriate or otherwise violates violate any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries Subsidiary has received any written notice of such claim, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (Fv) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries the Subsidiary is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries the Subsidiary or actions undertaken by the employee while employed with the Company or any of its Subsidiariesthe Subsidiary, except as such violation would not result in a Material Adverse Change. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark m▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) and similar rights necessary or required for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the SEC Reports, the Registration Statement and the Prospectus Supplement to be conducted, except where the failure to do so would have a Material Adverse Effect. Furthermore, except as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse EffectSupplement, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the CompanyCompany after reasonable investigation (“Knowledge”), there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) except as described on Schedule 3.1(r), there is no pending or, to the knowledge Knowledge of the Company, threatened, actionAction, suit, proceeding Proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any objective facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge Knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge Knowledge of the Company, threatened actionAction, suit, proceeding Proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge Knowledge of the Company, threatened actionAction, suit, proceeding Proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice of such claim; and (FE) to the Company’s knowledgeKnowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all intellectual property and industrial property rights of any kind or nature throughout the world, including all U.S. and foreign patents, patent applications, trade and trademarks, trademark registrations, service marks, trade and service mark registrations, trade names, copyrights, copyright registrations, licenses, inventions, trade secrets, Internet domain names, Internet domain name registrations, technology, registrations, trade secret rights, know-how and other intellectual property, together with the goodwill symbolized by any of the foregoing, and all applications and registrations for any of the foregoing.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus Statement and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company, except as otherwise disclosed to the Representative in writing by the Company prior to the date hereof; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries ownsthe Subsidiary own, possessespossess, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses business as now conducted or as described in the Registration Statement, the Pricing Base Prospectus and the Prospectus Supplement to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse EffectChange. Except as set forth in the Registration Statement, the Base Prospectus and the Prospectus Supplement, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Change; (Cii) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any the Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the Subsidiaries, Subsidiary and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of Company and the Subsidiaries, has Subsidiary have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringesthe Subsidiary infringe, misappropriates misappropriate or otherwise violates violate any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries Subsidiary has received any written notice of such claim, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (Fv) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries the Subsidiary is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries the Subsidiary or actions undertaken by the employee while employed with the Company or any of its Subsidiariesthe Subsidiary, except as such violation would not result in a Material Adverse Change. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries ownssubsidiary own, possessespossess, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses its business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Except as set forth in the SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (Cii) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (Fv) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its SubsidiariesCompany, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrationsma▇▇ ▇egistrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries owns, possessessubsidiaries own or possess, or can acquire on commercially reasonable terms, sufficient rights to use all trademarks, service marks, trade names, trade dress (including all goodwill associated with the foregoing), domain names, patent rights, copyrights, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property or proprietary rights and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property (as defined belowRights”) necessary for or material to the conduct of their respective businesses the business now conducted. To the knowledge of the Company, the conduct of the business of the Company and its subsidiaries has not infringed, misappropriated or otherwise violated the Intellectual Property Rights of others in any material respect, and the conduct of the business of the Company and its subsidiaries as now conducted or as described proposed in the Registration Statement, General Disclosure Package or the Pricing Prospectus and the Prospectus Final Offering Circular to be conductedconducted by them will not infringe, misappropriate or otherwise violate the Intellectual Property Rights of others in any material respect. Except as disclosed in the General Disclosure Package and the Final Offering Circular or as would not result not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect, to the Company’s knowledge, (Ai) there are no rights of third parties to any such of the Intellectual Property Rights owned or purported to be owned by the CompanyCompany or its subsidiaries (other than Intellectual Property Rights licensed by the Company to customers or partners in the ordinary course of business); (Bii) to the knowledge of the Company, there is no infringement, misappropriation misappropriation, breach, default or violation by third parties other violation, or the occurrence of any such event that with notice or the passage of time would constitute any of the foregoing, by any third party of any of the Intellectual PropertyProperty Rights of the Company or any of its subsidiaries; (Ciii) there is no pending or, to the knowledge of the Company, threatened, or threatened action, suit, proceeding or claim by others any third party challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to to, or alleging the violation of any such of the terms of, any of their Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others any third party challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights of the Company or any of its subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others any third party alleging that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property or other proprietary rights Rights of others, any third party and neither the Company nor is unaware of any of the Subsidiaries has received other fact which would form a reasonable basis for any written notice of such claim; and (Fvi) to none of the Company’s knowledge, no employee of Intellectual Property Rights used or held for use by the Company or any of its Subsidiaries subsidiaries in their businesses has been obtained or is in being used or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with held for use by the Company or any of its Subsidiaries or actions undertaken by the employee while employed with subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertysubsidiaries or in violation of any rights of any third party.

Intellectual Property. The Company owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, copyrights, licenses, inventions, trade secrets and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all similar rights (“Intellectual Property (as defined belowRights”) necessary for the conduct of their respective businesses the business of the Company as now conducted or currently carried on and as described in the Registration StatementStatement and the Prospectus, except as would not be reasonably likely to result in a Material Adverse Change. To the Pricing Prospectus knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to be conductedany infringement of, or license or similar fees for, any Intellectual Property Rights of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. The Company has not received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not result reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, Change (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property Rights owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and ; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity rights of the Company in or scope of to any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (EC) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claimclaim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; and (FE) except as disclosed in the Registration Statement and the Prospectus, to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its Subsidiaries. “Intellectual Property” shall mean all patentsofficers, patent applicationsdirectors or employees, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyor otherwise in violation of the rights of any persons.

Intellectual Property. The (a) Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company and each its Subsidiaries, taken as a whole, (i) the Company or one of its Subsidiaries ownsowns all right, possessestitle, and interest in, or can acquire on reasonable termshas the right to use, pursuant to a license, sublicense or similar Contract, in each case, free and clear of all Encumbrances except Permitted Encumbrances, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted Rights required to operate, or as described in the Registration Statementused in, the Pricing Prospectus Company’s business as presently conducted, and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (Aii) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Cx) there is no pending orpending, nor to the knowledge Knowledge of the Company, threatened, actionAction alleging a violation, suit, proceeding misappropriation or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware infringement of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned Rights of any other Person by the Company and each or its Subsidiaries, (y) the operation of the Subsidiaries, and to the knowledge business of the CompanyCompany and its Subsidiaries as currently conducted does not violate, misappropriate, interfere with or infringe upon the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope Rights of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of othersPerson, and neither the Company nor any of the its Subsidiaries has received any written notice of or claim asserting or suggesting that any such claim; violation, misappropriation, interference or infringement is or may be occurring or has or may have occurred, and (Fz) to the Knowledge of the Company’s knowledge, no employee other Person has violated, misappropriated, diluted or infringed any Intellectual Property Rights owned by, and that are material to, any of the businesses of the Company or any of its Subsidiaries. (b) No Intellectual Property Rights of the businesses of the Company or any of its Subsidiaries is are subject to any outstanding Order restricting or limiting in any material respect the use or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken licensing thereof by the employee while employed with the Company or any of its Subsidiaries. “, nor is any Action pending or, to the Knowledge of the Company, threatened that challenges the Company’s or any of its Subsidiaries’ rights in, or the validity of, any Intellectual Property” shall mean Property Right owned or used by the Company or its Subsidiaries, except where any Order or pending or threatened Action has not been and would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (c) Except as has not been and would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, all patentsIntellectual Property Rights owned by the Company and its Subsidiaries that is registered, patent applicationsapplied for, trade filed or recorded with any Governmental Entity (and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, with respect to domain names, technologyany material domain names registered with any registrar or similar entity), know-how including any pending applications to register any of the foregoing, is subsisting and other intellectual propertyvalid and enforceable and, except as set forth on Section 3.14(c) of the Company Disclosure Letter, no such Intellectual Property Rights are involved in any interference, reissue, reexamination, opposition, cancellation or similar Action and, to the Knowledge of the Company, no such Action is threatened with respect to any such Intellectual Property Rights.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company’s knowledge, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any objective facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the Company’s knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company Company, except as such violation would not, individually or any of its Subsidiaries. “Intellectual Property” shall mean all patentsin the aggregate, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyreasonably be expected to have a Material Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries ownssubsidiaries own, possesses, possess or can acquire on reasonable termsterms sufficient trademarks, all trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property (as defined belowRights”) necessary for or material to the conduct of their respective businesses as the business now conducted or as described proposed in the Registration StatementGeneral Disclosure Package to be conducted by them, the Pricing Prospectus and the Prospectus to be conducted. Except as expected expiration of any such Intellectual Property Rights would not result not, individually or in the aggregate, have a Material Adverse Effect, . Except as disclosed in the General Disclosure Package (Ai) there are no rights of third parties to any such of the Intellectual Property Rights owned by the CompanyCompany or its subsidiaries; (Bii) to there is no material infringement, misappropriation breach, default or other violation, or the knowledge occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, there is no infringement, misappropriation its subsidiaries or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by Rights of the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and its subsidiaries; (iii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity Company’s or scope any subsidiary’s rights in or to, or the violation of any such of the terms of, any of their Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others, others and neither the Company nor is unaware of any of the Subsidiaries has received other fact which would form a reasonable basis for any written notice of such claim; and (Fvi) to none of the Company’s knowledge, no employee Intellectual Property Rights used by the Company or its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries is in or has ever been subsidiaries in violation of any term the rights of any employment contractpersons, patent disclosure agreementexcept in each case covered by clauses (i) — (vi) such as would not, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant if determined adversely to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries, individually or actions undertaken by in the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patentsaggregate, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyhave a Material Adverse Effect.

Intellectual Property. The Company Company, the Operating Partnership, and each of its the Subsidiaries ownsown, possessespossess, license or have other rights to use, use, or can acquire on reasonable termsall patents, all trade and service marks, trade and service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property (as defined belowProperty”) necessary for the conduct of their respective businesses business as now conducted and can independently develop or acquire any additional Intellectual Property necessary for the conduct of their business as described proposed in the Registration Statement, the Pricing Prospectus and the Prospectus Time of Sale Information to be conducted. Except as , except where the failure to own, possess, license or have other rights to use or acquire would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. Except as set forth in the Time of Sale Information, (Aa) no party has been granted an exclusive license to use any portion of such Intellectual Property owned by the Company, the Operating Partnership, or the Subsidiaries; (b) to the knowledge of the Transaction Entities, there are is no rights of material infringement by third parties to of any such Intellectual Property owned by the Company, the Operating Partnership, or the Subsidiaries; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Cc) there is no pending or, to the knowledge of the CompanyTransaction Entities, threatened, threatened action, suit, proceeding or claim by others challenging either of the Company’s or any Subsidiary’s rights Transaction Entities in or to any such material Intellectual PropertyProperty owned by the Company, the Operating Partnership, or the Subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Dd) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the CompanyTransaction Entities, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual PropertyProperty owned by the Company, or the Subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (Ee) there is no pending or, to the knowledge of the CompanyTransaction Entities, threatened action, suit, proceeding or claim by others that the Company or any business of its Subsidiaries infringesthe Company, misappropriates the Operating Partnership and the Subsidiaries, as now conducted infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor Transaction Entities are unaware of any of the Subsidiaries has received other fact which would form a reasonable basis for any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, possesses or can acquire on reasonable terms, has a valid license to use all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus General Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess, license or acquire such rights would not result in a Material Adverse Effect. “Intellectual Property” means all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property. Except as described in the Registration Statement, in the General Disclosure Package and in the Prospectus, or except as would not individually or in the aggregate be expected to result in a Material Adverse Effect, (A1) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C2) there is no pending or, to the knowledge of the Company, or threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D3) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E4) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (F5) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries. “The Company and its subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property” shall mean , except where failure to do so would not result in a Material Adverse Effect. The Company and its subsidiaries have used commercially reasonable efforts to appropriately maintain all patents, patent applications, information intended to be maintained as a trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertysecret.

Intellectual Property. The Company (a) Except as, individually or in the aggregate, has not had and each of would not reasonably be expected to have a Material Adverse Effect on Simplicity, Simplicity and its Subsidiaries owns, possessesown, or can acquire on reasonable termsare licensed or otherwise possesses adequate rights to use (in the manner and to the extent they have used the same), all Intellectual Property (as defined below) necessary for the conduct of used in their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be currently conducted. Except as as, individually or in the aggregate, would not result in reasonably be expected to have a Material Adverse EffectEffect on Simplicity, (Ai) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge Knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the CompanySimplicity, threatened actionclaims by any Person alleging infringement, suit, proceeding misappropriation or claim dilution by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company Simplicity or any of its Subsidiaries infringesof the Intellectual Property of any Person; (ii) to the Knowledge of Simplicity, misappropriates the conduct of the businesses of Simplicity and each of its Subsidiaries has not infringed, misappropriated or otherwise violates diluted, and does not infringe, misappropriate or dilute, any Intellectual Property or other proprietary rights of others, and neither the Company nor any Person; (iii) None of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company Simplicity or any of its Subsidiaries has made any claim of an infringement, misappropriation or other violation by others of its rights to or in connection with Intellectual Property; (iv) to the Knowledge of Simplicity, no Person is infringing, misappropriating or diluting any Intellectual Property of Simplicity or any of its Subsidiaries; (v) Simplicity and each of its Subsidiaries has taken reasonable steps to protect the confidentiality of its trade secrets and the security of its computer systems and networks; and (vi) the consummation of the Transactions will not result in the loss of, or has ever been in violation give rise to any right of any term third party to terminate any of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement Simplicity’s or any restrictive covenant to of its Subsidiaries’ rights or with a former employer where the basis of such violation relates to such employee’s employment with the Company obligations under, any agreement under which Simplicity or any of its Subsidiaries grants to any Person, or actions undertaken by the employee while employed with the Company any Person grants to Simplicity or any of its Subsidiaries. “, a license or right under or with respect to any Intellectual Property” shall mean . (b) To Simplicity’s Knowledge, all patentsinformation technology and computer systems (including software, patent applications, trade information technology and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how telecommunication hardware and other intellectual propertyequipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of Simplicity’s and each of its Subsidiaries’ businesses (collectively, “Simplicity IT Systems”) have been properly maintained by technically competent AGREEMENT AND PLAN OF MERGER BETWEEN HOMESTREET, INC. AND SIMPLICITY BANCORP, INC. EXECUTION VERSION personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The Simplicity IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct consolidated business as currently conducted. Neither Simplicity nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of Simplicity IT Systems. Simplicity and each of its Subsidiaries has taken reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of their businesses (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of their respective businesses.

Intellectual Property. The Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company and each of its Subsidiaries owns, possesses, possesses or can acquire on reasonable terms, has rights to all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess or have such rights would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, except as would not, individually or in the aggregate, result in a Material Adverse Effect, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its SubsidiariesCompany, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries ownsthe Subsidiary own or possess or have valid rights to use all patents, possessespatent applications, or can acquire on reasonable termstrademarks, all service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, copyrights, licenses, inventions, trade secrets and similar rights ("Intellectual Property (as defined belowRights") necessary for the conduct of their respective businesses the business of the Company and the Subsidiary as now conducted or currently carried on and as described in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or the Subsidiary necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to be conductedany infringement of, or license or, except as described in the Registration Statement, the Disclosure Package or the Prospectus, similar fees for, any Intellectual Property Rights of others. Neither the Company nor the Subsidiary has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not result reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, Change (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property Rights owned by the Company and each of or the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and Subsidiary; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity rights of the Company in or scope of to any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; (EC) the Intellectual Property Rights owned by the Company or the Subsidiary and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company or the Subsidiary have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries the Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, and neither the Company nor any of or the Subsidiaries Subsidiary has not received any written notice of such claimclaim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries the Subsidiary is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries the Subsidiary, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company or the Subsidiary which has not been patented has been kept confidential. Neither the Company nor the Subsidiary is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company or the Subsidiary has been obtained or is being used by the Company of the Subsidiary in violation of any contractual obligation binding on the Company or the Subsidiary or, to the Company’s knowledge, any of its Subsidiariesofficers, directors or employees, or otherwise in violation of the rights of any persons. “Intellectual Property” shall mean all patentsOther than as set forth in the Registration Statement, patent applicationsthe Disclosure Package or the Prospectus, trade neither the Company, nor the Subsidiary, has received claims for royalties or other compensation from individuals, including employees of the Company, who made inventive contributions to Company’s technology or products, and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and neither Company or the Subsidiary will have no obligation to pay royalties or other intellectual propertycompensation to such individuals on account of such inventive contributions.

Intellectual Property. The Company All trade names, inventions, discoveries, ideas, research, engineering, methods, practices, processes, systems, formulae, designs, drawings, products, projects, improvements, developments, know-how, and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for trade secrets which are used in the conduct of their respective businesses as now conducted CanArab's business, whether registered or as described in unregistered (collectively the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A"Proprietary Rights") there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to CanArab. To the knowledge of each Seller and CanArab, CanArab created or developed such Proprietary Rights and such Proprietary Rights are not subject to any restriction, lien, encumbrance, right, title or interest in others. All of the Company, there is no infringement, misappropriation or violation by third parties foregoing Proprietary Rights that are not in the public domain stand solely in the name of CanArab and not in the name of any such Intellectual Property; (C) there shareholder, director, officer, agent, partner or employee or anyone else known to any Seller or CanArab and none of the same have any right, title, interest, restriction, lien or encumbrance therein or thereon or thereto. To the knowledge of each Seller and CanArab, CanArab's ownership and use of the Proprietary Rights do not and will not infringe upon, conflict with or violate in any material respect any patent, copyright, trade secret or other lawful proprietary right of any other party, and no claim is no pending or, to the knowledge of any Seller or CanArab, threatened to the Company, threatened, action, suit, proceeding effect that the operations of CanArab infringe upon or claim by others challenging conflict with the Company’s or any Subsidiary’s asserted rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for other person under any such claim; (D) the Intellectual Property owned by the Company and each of the SubsidiariesProprietary Rights, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, Seller and CanArab there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; claim (E) there whether or not pending or threatened). No claim is no pending orpending, or to the knowledge of the Companyeach Seller and CanArab, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledgeeffect that any such Proprietary Rights owned or licensed by CanArab, or which CanArab otherwise has the right to use, is invalid or unenforceable by CanArab and there is no employee reasonable basis for any such claim (whether or not pending or threatened). CanArab has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertySeller.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, has the right to use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its SubsidiariesCompany, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark m▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, has a valid license to use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described set forth in the Registration Statement, the Pricing Prospectus and the Prospectus to be conductedSchedule 2(k). Except as would not result in a Material Adverse EffectFurthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any Company Intellectual Property , except as such Intellectual Propertyinfringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) 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 subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and, with respect to the conduct of the Company’s and its subsidiaries’ business as now conducted or as described in the SEC Filings to be conducted, except where such violation would not reasonably be expected to result in a Material Adverse Effect, the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark m▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries ownssubsidiaries own, possesses, possess or can acquire on reasonable termsterms sufficient rights to all trademarks, all trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property (as defined belowRights”) necessary for or material to the business now conducted or proposed to be conducted in the Registration Statement and the Prospectus and, to the knowledge of the Company, the conduct of their respective businesses does not infringe, misappropriate or otherwise conflict in any material respect with any such valid Intellectual Property Rights of others, provided that the foregoing representation is made only to the Company’s knowledge as now conducted it concerns third party patent rights, trade secrets and trademarks. The Intellectual Property Rights of the Company have not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. Except as described disclosed in the Registration Statement, the Pricing Prospectus Statement and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (Ai) there are no rights of third parties to any such of the Intellectual Property Rights owned or purported to be owned by the CompanyCompany or its subsidiaries other than rights that may be granted to the U.S. government pursuant to applicable law; (Bii) to the knowledge of the Company, there is no known material infringement, misappropriation misappropriation, breach, default or other violation by any third parties party of any such of the Intellectual PropertyProperty Rights of the Company or any of its subsidiaries; (Ciii) there is no pending or, to the knowledge of the Company, threatened, or threatened action, suit, proceeding or claim by others any third party challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to to, or the violation of any such of the terms of, any of their Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others any third party challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights of the Company or any of its subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others any third party that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of othersany third party, and neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice of such claim, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (Fvi) to none of the Company’s knowledge, no employee of Intellectual Property Rights used or held for use by the Company or any of its Subsidiaries subsidiaries in their businesses has been obtained or is in being used or has ever been held for use by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, including but not limited to any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement agreement, or in violation of any rights of any third party; and (vii) the Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights the value of which to the Company or any restrictive covenant subsidiary is contingent upon maintaining the confidentiality thereof, except in each case covered by clauses (i) and (vi) such as would not, if determined adversely to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries, individually or actions undertaken by in the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patentsaggregate, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyhave a Material Adverse Effect.

Intellectual Property. The Each of the Company and each of its Subsidiaries ownssubsidiaries owns or is licensed to use all patents, possessespatent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable termsconfidential information, all Intellectual Property (as defined belowsystems or procedures) and other similar rights and proprietary knowledge necessary for the conduct of their respective businesses its business as now being conducted or (collectively, "Intangibles"). To the knowledge of the Company and except as described disclosed in the Registration StatementSEC documents filed prior to the date hereof, neither the Pricing Prospectus and Company nor any subsidiary of the Prospectus Company infringes or is in conflict with any right of any other person with respect to be conducted. Except as any Intangibles which, if the subject of an unfavorable decision, ruling or finding would not result in have a Material Adverse Effect. Except as disclosed in the SEC documents filed prior to the date hereof, (A) there are no rights neither the Company nor any of its subsidiaries has received written notice of any pending conflict with or infringement upon such third parties party Intangibles. Except as disclosed in the SEC documents filed prior to the date hereof, neither the Company nor any such Intellectual Property owned by of its subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to ▇▇▇ or settlement agreement with respect to the validity of the Company; (B) 's or its subsidiaries' ownership or right to use its Intangibles and, to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of reasonable basis for any such Intellectual Property; (C) there claim to be successful. The Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is no the subject of cancellation or other adversarial proceedings, and all applications therefor are pending orand in good standing. The Company and its subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Intangibles used pursuant to licenses. To the knowledge of the Company, threatened, action, suit, proceeding no person is infringing on or claim by others challenging violating the Company’s Intangibles owned or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned used by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertysubsidiaries.

Intellectual Property. The Company and each of its Subsidiaries ownsown, possessespossess, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of the their respective businesses business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in have a Material Adverse Effect. Except as set forth in the SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not have a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits Subsidiaries and, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has Company and its Subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringesinfringe, misappropriates misappropriate or otherwise violates violate any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the its Subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Except as would not reasonably be expected to result in a Material Adverse Event, the Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) reasonably necessary for the conduct of their respective businesses the Company’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except as would not result in a Material Adverse EffectFurthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which except as such action, suit, proceeding or claim would form not result in a reasonable basis for any such claimMaterial Adverse Effect; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which except as such action, suit, proceeding or claim would form not result in a reasonable basis for any such claimMaterial Adverse Effect; (ED) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim, except as such action, suit, proceeding or claim would not result in a Material Adverse Effect; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company, except as such violation would not result in a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, (A) the Company has disclosed to the U.S. Patent and Trademark Office all material information of which it is aware that is relevant to the patentability of its inventions to the extent required by 37 C.F.R. Section 1.56, and (B) the Company has not made any misrepresentation or concealed any information from the USPTO in any of its Subsidiariesthe patents or patent applications owned or licensed to the Company, or in connection with the prosecution thereof, in violation of 37 C.F.R. Section 1.56. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. Section 2.7 of the Disclosure Schedule sets forth as of the date hereof, a true and complete list of the Company Intellectual Property. The Company and each of its Subsidiaries owns, possessesor has valid and enforceable licenses for, or can acquire on reasonable termsother enforceable rights to use, all the Company Intellectual Property (as defined below) necessary for that is used by or is material to the conduct of their respective businesses as now conducted Company, except where the failure to own, license or as described have such enforceable rights could not, individually or in the Registration Statementaggregate, the Pricing Prospectus and the Prospectus reasonably be expected to be conducted. Except as would not result in have a Material Adverse Effect. No Person has, (A) there are no to the Company's knowledge, rights to any Company Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Company Intellectual Property that is licensed to the Company and the license rights of any third parties to which any such of the Company Intellectual Property owned by is licensed. To the Company; (B) to the knowledge of the Company's knowledge, there is no infringement, misappropriation or violation infringement by third parties any Person of any such Company Intellectual Property; (C) there . There is no pending or, to the knowledge of the Company's knowledge, threatened, threatened action, suit, proceeding proceeding, claim or claim other action by others any Person challenging the Company’s or any Subsidiary’s 's rights in or to any Company Intellectual Property, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding, claim or other action. The Company believes that it has the right to use, free and clear of material claims or rights of other persons, all of its customer lists, designs, computer software, systems, data compilations, and other information that are required for its products or its business as presently conducted or proposed to be conducted. There is no pending or, to the Company's knowledge, threatened action, suit, proceeding, claim or other action by any Person challenging the validity, enforceability or scope of any Company Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiariesaction, and to the knowledge of the Companysuit, the Intellectual Property licensed to the Companyproceeding, each of the Subsidiaries, has not been adjudged invalid claim or unenforceable, in whole or in part, and there other action. There is no pending or, to the knowledge of the Company's knowledge, threatened action, suit, proceeding proceeding, claim or claim other action by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others Person that the Company or any of its Subsidiaries infringes, misappropriates directors or employees infringes or otherwise violates violates, any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applicationstrademarks, trade and service marks, trade and service mark registrations, trade namestradenames, copyrights, licenses, inventionssoftware, trade secretsslogans, domain names, technology, know-how names and other intellectual propertysimilar intangible assets (including any and all applications, registrations, extensions and renewals relating thereto), and all of the rights, benefits and privileges associated therewith, of others. The Company believes it has taken such reasonable steps as are required in accordance with sound business practice and business judgment to establish and preserve its ownership of all material Company Intellectual Property.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) 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 subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or nor any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, possesses or can acquire on reasonable terms, all such trademarks, trade names, patent rights, copyrights, domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property (Rights”) as defined below) are necessary for to the conduct of their respective businesses as the business now conducted or by it as described in the Registration StatementGeneral Disclosure Package, except where such failure to own, possess or acquire such Intellectual Property Rights would not, individually or in the Pricing Prospectus and the Prospectus aggregate, reasonably be expected to be conducted. Except as would not result in have a Material Adverse Effect. Except as disclosed in the General Disclosure Package, (Ai) there are no rights of third parties to any such of the Intellectual Property Rights owned or licensed by the Company; (Bii) to the knowledge of the Company, there is no infringement, misappropriation misappropriation, breach, default or violation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, (A) by the Company of the Intellectual Property Rights of others or (B) by third parties of any such of the Intellectual PropertyProperty Rights of the Company; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to to, or the violation of any such of the terms of, any of their Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others, others and neither the Company nor is unaware of any of the Subsidiaries has received other fact which would form a reasonable basis for any written notice of such claim; and (Fvi) none of the Intellectual Property Rights used by the Company has been obtained or is being used by it in violation of any contractual obligations binding on the Company in violation of any contractual rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company’s knowledge, no employee of individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All licenses to which the Company or any of its Subsidiaries is a party relating to the Intellectual Property Rights are in or has ever been full force and effect and the Company is not in violation of any term of any employment contractsuch license, patent disclosure agreementexcept as would not, invention assignment agreementindividually or in the aggregate, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant reasonably be expected to or with have a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyMaterial Adverse Effect.

Intellectual Property. The (a) Part 2.7(a) of the Disclosure Schedule identifies each item of Registered IP in which the Company has or purports to have an ownership interest of any nature (excluding ownership of any in-license to Registered IP). Each of the Registered IP identified in Part 2.7(a) of the Disclosure Schedule is subsisting, and each item of its Subsidiaries ownssuch Registered IP is, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge Knowledge of the Company, there is no infringementvalid and enforceable. (b) The Company has good, misappropriation valid, subsisting, unexpired and enforceable title (free and clear of all Encumbrances other than Permitted Encumbrances), or violation by third parties otherwise possesses adequate and exclusive rights to use, all of the Intellectual Property necessary to enable operation of, or used in, its business as now being conducted. (c) To the Company’s Knowledge, none of the operation of the business of the Company or the Company Products, has ever infringed, misappropriated, violated or conflicted with the Intellectual Property Rights of any such Intellectual Property; (C) there third party. To the Company’s Knowledge, no Person has infringed, misappropriated, or otherwise violated any Company IP. No action, claim or proceeding has been asserted or is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim (including by others challenging the validity or scope way of any such Intellectual Property, cease and desist demands or unsolicited offers of license) against the Company or by the Company related to any Company IP. (d) Part 2.7(d) of the Disclosure Schedule identifies a true and correct list of each Company IP Contract pursuant to which any Intellectual Property Right or Intellectual Property is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending oror has been licensed, sold, assigned or otherwise conveyed to or provided to the knowledge Company (other than non-exclusive licenses to third-party software that is not incorporated into, or used in the development, manufacturing, testing, distribution, maintenance or support of, any Company Product and that is not otherwise material to the business of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any ). Except as set forth in Part 2.7(d) of the Subsidiaries has received any written notice of such claim; Disclosure Schedule and (F) except for non-exclusive licenses to the Company’s knowledgeProducts that are granted pursuant to standard Company IP Contracts (the forms of which have been provided to Parent), no employee Person has any license or other right, including any right to obtain a license or obtain a copy of the source code to any Company Product, with respect to the Company IP. The Company (i) has never been a member or promoter of, or a contributor to, any industry standards body or similar organization, and (ii) no Company Product has been developed using Open Source Code, in either case, that imposes or could impose any material limitation, restriction, or condition on the right or ability of the Company to use or distribute any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyProduct.

Intellectual Property. The (i) Neither the Company and each nor any of its Subsidiaries owns, possessesor is licensed or otherwise possesses legally enforceable rights to use all patents, trademarks, trade names, service marks, copyrights and any applications therefor, technology, know-how, computer software programs or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted applications and tangible or as described intangible proprietary information or materials that are used in the Registration Statementbusiness of the Company or any of its Subsidiaries as currently conducted, except for any such failures to own, be licensed or possess that, individually or in the Pricing Prospectus and aggregate, are not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the Prospectus ability of the Company to be conducted. consummate the transactions contemplated by this Agreement. (ii) Except as would is not result in reasonably likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement: (A) there are no rights neither the Company nor any of third parties its Subsidiaries is, nor will any of them be as a result of the execution and delivery of this Agreement or the performance by the Company of its obligations hereunder, in violation of any licenses, sublicenses and other agreements as to which the Company or any such of its Subsidiaries is a party and pursuant to which the Company or any of its Subsidiaries is authorized to use any third-party patents, trademarks, service marks, copyrights, trade secrets or computer software (collectively, “Third-Party Intellectual Property owned by the CompanyRights”); (B) no claims with respect to (I) the knowledge patents, registered and material unregistered trademarks and service marks, registered copyrights, trade names and any applications therefor, trade secrets or computer software owned by the Company or any of its Subsidiaries (collectively, the Company, there is no infringement, misappropriation “Company Intellectual Property Rights”); or violation by third parties of any such (II) Third-Party Intellectual Property; (C) there is no Property Rights are currently pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim are threatened by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, Person; and (C) the Company is unaware does not know of any facts which would form a reasonable basis valid grounds for any such claim; bona fide claims (DI) against the Intellectual Property owned use by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringes, misappropriates or otherwise violates of any Company Intellectual Property Rights or other proprietary rights of others, and neither Third-Party Intellectual Property Rights used in the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee business of the Company or any of its Subsidiaries is in as currently conducted or has ever been in violation as proposed to be conducted; (II) challenging the ownership, validity or enforceability of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement Company Intellectual Property Rights; or any restrictive covenant to or with a former employer where (III) challenging the basis of such violation relates to such employeeCompany’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “’ license or legally enforceable right to use any Third-Party Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyRights.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to To the knowledge of the Company, there is no infringementexcept as otherwise disclosed in the Registration Statement and the Prospectus, misappropriation the Company and its subsidiaries own, possess or violation can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof as are necessary or material to conduct the business as now conducted or proposed in the Registration Statement and the Prospectus to be conducted by third parties them, or presently employed by them (collectively, “Intellectual Property Rights”). The Company does not expect the expiration of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property Rights owned by or licensed to the Company and each of the Subsidiariesits subsidiaries to have, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole individually or in partthe aggregate, and there a Material Adverse Effect. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity Company’s or any of its subsidiaries’ rights in or to any of the Intellectual Property Rights owned by or licensed to the Company and its subsidiaries. To the knowledge of the Company (x) there is no material infringement, misappropriation or other violation by third parties of any of the Intellectual Property Rights owned by or licensed to the Company or its subsidiaries, and (y) the Intellectual Property Rights owned by or licensed to the Company or its subsidiaries are valid, enforceable and are being duly maintained. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such of the Intellectual Property, and Property Rights owned by or licensed to the Company is unaware and its subsidiaries. To the knowledge of the Company, the operation of the business as now conducted or proposed in the Prospectus to be conducted does not conflict with, infringe, misappropriate or otherwise violate the proprietary rights of any facts which would form a reasonable basis for any such claim; (E) there third party. 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 subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other conflicts with the proprietary rights of others, and neither the Company nor any of the Subsidiaries has its subsidiaries have received any written notice of any such claim; and (F) to . To the knowledge of the Company’s knowledge, no officer, director or employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer employer, where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or its subsidiaries, except for violations that would not, individually or in the aggregate, have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or its subsidiaries in their business as now conducted, or proposed in the Prospectus to be conducted, have been obtained or is being used by the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patentssubsidiaries in violation of any contractual obligation binding on the Company, patent applicationssuch subsidiary, trade and service marksor any of their officers, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertydirectors or employees or otherwise in violation of the rights of any persons.

Intellectual Property. The Except as set forth on Schedule 4.10: (a) the Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, holds all Intellectual Property (as defined below) necessary Property, free and clear of all Encumbrances, restrictions on use or transfer, whether or not recorded and has sole title to and ownership of or has the full, exclusive right to use, for the conduct life of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, proprietary right: (Ai) there are no rights of third parties to any such all Listed Intellectual Property owned by the Company; and (Bii) to the knowledge knowledge, after due inquiry, of the Semlers, the Shareholders and the Company, there is no infringement, misappropriation or violation by third parties of any such all other Intellectual Property; (Cb) there is no pending orthe use of the Listed Intellectual Property by the Company does not violate or infringe on the rights of any other Person, (c) the use of the Other Intellectual Property by the Company does not, to the knowledge of the Semlers, the Shareholders or the Company, threatenedviolate or infringe on the rights of any other Person; (d) none of the Semlers, any Shareholder nor the Company has received any notice of any conflict between the asserted rights of others and the Company with respect to any Intellectual Property; (e) all filings and other actions necessary to acquire, maintain, register, renew and perfect the rights of the Company to all Intellectual Property used by the Company in its business or in which it has an interest have been duly made in all jurisdictions where such rights are used by it; (f) the Company is in compliance with all terms and conditions of the agreements relating to any item listed on Schedule 4.1(b); (g) the Company is not and has not been a defendant in any action, suit, investigation or proceeding relating to infringement or misappropriation by the Company of any Intellectual Property; (h) the Company has not been notified of any alleged claim of infringement or misappropriation by others challenging the Company of any Intellectual Property; (i) none of the Semlers, any Shareholder nor the Company has knowledge of any claim of infringement or misappropriation by the Company of any Intellectual Property; (j) to the knowledge (after due inquiry) of the Semlers, the Shareholders or the Company’s , none of the Products the Company makes, has made, uses, or sells, infringes or misappropriates any Subsidiary’s Intellectual Property right of any third party; (k) none of the trademarks and service marks the Company uses infringes the trademark or service ▇▇▇▇ rights in or of any third party; (l) the Company has not entered into any agreement to indemnify any such other person against any charge of infringement of any Intellectual PropertyProperty and (m) none of the material processes and formulae, research and development results and other know-how relating to the Company's business, the value of which to the Company is unaware contingent upon maintenance of the confidentiality thereof, has been disclosed to any Person other than Persons bound by written confidentiality agreements listed on Schedule 4.10. The Company has not received any response, whether verbal, written or otherwise, from or on behalf of any facts which would form Person sent a reasonable basis for letter announcing the Company's acquisition of U.S. Patent Number 4,803,625, the Company is not aware of any action pending or threatened against the Company by any such claim; (D) Person with respect to the Intellectual Property owned subject matter of such letters and the March 1, 1996 letter from the Company addressed to CDS - Pace Link furnished by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed Purchaser is identical in all material respects to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) 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 infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice all of such claim; letters. The Company has entered into a license agreement with Ralin Medical, Inc., a true, correct and complete executed copy of which is attached as Exhibit E (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property"Ralin License Agreement").