Common use of Valid and Enforceable Clause in Contracts

Valid and Enforceable. All Company IP which is Registered IP (“Company Registered IP”) is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) Section 4.14(e)(i) of the Company Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is one hundred twenty (120) days after the date of this Agreement in order to maintain such item of Company Registered IP in full force and effect (but excluding any such action, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement); (ii) Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies and describes every interference, opposition, reissue, reexamination or other legal proceeding that is or has been pending or, to the Company’s Knowledge, threatened, in which the scope, validity or enforceability of any Company Registered IP is being, or has been, or would reasonably be expected to be contested or challenged; (iii) except as set forth on Section 4.14(e)(iii) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for the purpose of maintaining such Company Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (iv) no act has been done or omitted to be done by the Company, which has had or would be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company Registered IP; or (z) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all prior art material to the patentability of the claims in any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art with respect to such Patents of which the Company has Knowledge; and (vii) the Company has complied in all material respects with all applicable Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Company.

Valid and Enforceable. All Company Acquired Company-Owned IP which that is Registered IP (“Company Registered IP”) for which a registration has been issued or granted by the relevant Governmental Body is valid, subsisting and enforceable, and all Acquired Company-Owned IP that is Registered IP for which an application has been filed, but for which a registration has not been issued or granted by the relevant Governmental Body, is valid and subsisting. Without limiting the generality of the foregoing: (i) Section 4.14(e)(i) of the no trademark or trade name owned or applied for by an Acquired Company Disclosure Schedule accurately identifies and describes each actioncurrently used in connection with any Acquired Company Product conflicts or interferes with, filingor is confusingly similar to, any trademark or trade name owned, used or applied for by any other Person, and payment that must be each Acquired Company has taken or made on or before reasonable steps to police the date that is one hundred twenty (120) days after the date use of this Agreement in order to maintain such item of Company Registered IP in full force and effect (but excluding any such action, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement)its trademarks; (ii) Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies and describes every no interference, opposition, cancellation, reissue, reexamination or other legal proceeding that Legal Proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the scope, validity or enforceability of any Company Acquired Company-Owned IP that is Registered IP is being, or has been, or would reasonably be expected to be contested or challenged, and, to the Knowledge of the Company, there is no basis for a claim that any Acquired Company-Owned IP that is Registered IP is invalid or, with respect to any Acquired Company-Owned IP that is Registered IP for which a registration has been issued or granted by the relevant Governmental Body, unenforceable; (iii) except as set forth on Section 4.14(e)(iii) of the Company Disclosure Scheduledate of this Agreement, all necessary registration, maintenance and renewal fees in respect of the Company Acquired Company-Owned IP that is Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity Body for the purpose of maintaining such Company Acquired Company-Owned IP that is Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2and (iv) no act has been done or omitted to be done by the CompanyAcquired Companies, which has has, had or would reasonably be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company Acquired Company-Owned IP that is Registered IP; IP or (z) in the case of giving any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of Person any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all prior art material to the patentability of the claims in any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art rights with respect to such Patents of which the Company has Knowledge; and (vii) the Company has complied in all material respects with all applicable Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Companythereto.

Valid and Enforceable. All Acquired Company IP which is Registered IP (“owned or exclusively licensed by Company Registered IP”) is valid, subsisting and enforceable. Without limiting the generality of the foregoing: : (i) Section 4.14(e)(i) of Except as would not be, individually or in the aggregate, material to the Acquired Companies (taken as a whole), no Acquired Company Disclosure Schedule accurately identifies and describes each actionIP owned, filingpurported to be owned, used or for which registration has been applied for by any Acquired Company conflicts or interferes with any Intellectual Property or Intellectual Property Right owned, used or for which registration has been applied for by any other Person, and payment that must be each Acquired Company has taken reasonable steps to police the use of its such Acquired Company IP and to protect such Acquired Company IP against third party infringement, violation, misappropriation or made on or before the date that is one hundred twenty (120) days after the date of this Agreement in order to maintain such item of Company Registered IP in full force and effect (but excluding any such actiondilution, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement); as applicable; (ii) Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies and describes every No interference, opposition, cancellation, reissue, reexamination reexamination, review or other legal proceeding that Legal Proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the ownership, scope, validity or enforceability of any Acquired Company Registered IP is being, or has been, been or would reasonably be expected to be contested or challenged; , and to the Knowledge of the Company, there are no specific facts that would form a reasonable basis for any such claim or Legal Proceeding; and (iii) except as set forth on Section 4.14(e)(iii) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for the purpose of maintaining such Company Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (iv) no act has been done or omitted to be done by the any Acquired Company, which has has, had or would reasonably be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company Registered IP or give any Person any rights with respect thereto. (i) Effects of This Transaction. Except as specified under Section 3.11(i) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement or any other Company Transaction Document nor the consummation of any of the Contemplated Transactions will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare: (i) a loss of, alteration to, impairment in or Lien on, any Acquired Company IP; (ii) a breach of or default under any Acquired Company IP Contract; (iii) the release, disclosure or delivery of any Acquired Company IP or Company Product by or to any escrow agent or other Person; (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Acquired Company IP or any Intellectual Property or Intellectual Property Right owned by Purchaser; or (zv) in by the case terms of any claim(sCompany Contract, a reduction of any royalties, revenue sharing or other payments any of the Acquired Companies would otherwise be entitled to with respect to any Acquired Company IP. (j) No Infringement of Third-Party IP Rights. No Acquired Company has ever infringed, misappropriated or otherwise violated or made unlawful use (directly, contributorily, by inducement or otherwise) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification any Intellectual Property or Intellectual Property Right of any potential Patent applicationother Person. Except as specified under Section 3.11(j) for all patentable inventions owned by of the Company Disclosure Schedule, and included within without limiting the Company IP and that generality of the Company has deemed in its commercially reasonable business judgment to be foregoing: (Ii) sufficiently related to Neither the operation of the business of the Company such that it should be protected through application for a PatentAcquired Companies (including the development, marketing, sale, distribution, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all prior art material to the patentability of the claims in any Patent or Patent applications use of the Company Products and Acquired Company Software), nor the use of which the Acquired Company had IP, has ever infringed, violated, misappropriated or made unlawful use of any Intellectual Property Right of any other Person; (ii) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to the Knowledge of the Company, threatened against any Acquired Company or against any other Person who is cited in the Patentsor may be entitled to be indemnified, applications defended, held harmless or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art reimbursed by any Acquired Company with respect to such Patents claim or Legal Proceeding, and, to the Knowledge of which the Company, there are no facts or circumstances likely to give rise to any of the foregoing; and (iii) no Acquired Company has Knowledgeever received any notice or other communication (in writing or otherwise): (A) relating to any actual, alleged or suspected infringement, misappropriation, violation or unlawful use of any Intellectual Property or Intellectual Property Right of another Person; and(B) challenging the right of any Acquired Company to use any Intellectual Property or Intellectual Property Right that is owned by any other Person; or (C) challenging the ownership rights of any Acquired Company in any Intellectual Property or Intellectual Property Rights or asserting any opposition, invalidity, termination, abandonment or unenforceability of any Acquired Company IP. (viik) No Harmful Code. None of the Software owned, developed (or currently being developed), used, marketed, distributed, licensed, sold or otherwise made available at any time by any Acquired Company has complied (collectively, “Acquired Company Software”) contains any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus” or “worm” (as such terms are commonly understood in all material respects with all applicable Laws regarding the duty software industry) or any other code designed or intended to have, or capable of disclosureperforming, candor and good faith in connection with each Patent and Patent application filed by the Company.any of the

Valid and Enforceable. All Company IP which is Registered IP (“Company Registered IP”) is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) Section 4.14(e)(iTo the Company’s Knowledge, no trademark or trade name owned, used or applied for by the Company conflicts or interferes with any trademark or trade name owned, used or applied for by any other Person, and the Company has taken reasonable steps to police the use of its trademarks by third parties; (ii) Part 2.10(h)(ii) of the Company Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is one hundred twenty (120) 120 days after the date of this Agreement Closing Date in order to maintain such item of Company Registered IP in full force and effect effect; (but excluding iii) With respect to each item of Registered IP in which the Company has or purports to have an ownership interest of any such actionnature: (1) all necessary registration, filing or payment the requirement for which first comes into being after the date of this Agreement maintenance and was unknown renewal fees that are due prior to the date Closing Date have been paid, and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of this Agreementmaintaining such Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iiiv) Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies and describes every No interference, opposition, reissue, reexamination or other legal proceeding that Legal Proceeding is or has been pending or, to the Company’s Knowledge, threatened, in which the scope, validity or enforceability of any Company Registered IP is being, or has been, or would could reasonably be expected to be contested or challenged; (iii) except as set forth on Section 4.14(e)(iii) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for the purpose of maintaining such Company Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (iv) no act has been done or omitted to be done by the Company, which has had or would be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company Registered IP; or (z) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable;. (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which To the Company’s proprietary interests therein Knowledge, there is best protected by Patentno basis for a claim that any Company IP is invalid or unenforceable; (vi) all prior art material to To the patentability of the claims in any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the PatentsCompany’s Knowledge, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art with respect to information, materials, facts or circumstances that would render any Company IP that is Registered IP invalid or unenforceable, or would materially and adversely affect any pending application for any such Patents of which the Company has KnowledgeRegistered IP; and (vii) The Company is not subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Company has complied in all material respects with all applicable Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the CompanyIP or other Intellectual Property Rights.

Valid and Enforceable. All Company IP which is Registered IP (“Company Registered IP”) is valid, subsisting and and, to the fullest extent provided by law, enforceable. Without limiting the generality of the foregoing: (i) no trademark or trade name owned, used or applied for by the Company conflicts or interferes with any trademark or trade name owned, used or applied for by any other Person, and the Company has taken reasonable steps to police the use of its trademarks; (ii) no event or circumstance (including a failure to exercise adequate quality controls and an assignment in gross without the accompanying goodwill) has occurred or exists that has resulted in, or would reasonably be expected to result in, the abandonment of any trademark registered on behalf of, used as a trademark for any product or service of the Company or applied for by the Company; (iii) each item of Company IP that is Registered IP is and at all times has been in compliance with all Legal Requirements and all filings, payments, and other actions required to be made or taken to maintain such item of Company IP in full force and effect have been made by the applicable deadline; (iv) except as set forth in Section 4.14(e)(i2.14(i)(iv) of the Disclosure Schedule, no application for a patent or a copyright, mask work, or trademark registration or any other type of Registered IP filed by or on behalf of the Company has been abandoned, allowed to lapse, or rejected (with all right of appeal exhausted); (v) the Company is not delinquent in paying any maintenance fees, annuities or other fees, nor is it delinquent in executing and filing any documents, required to prosecute, issue and maintain each item of Company IP that is Registered IP in force in each country where it is pending, issued or granted. Section2.14(i)(v) of the Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before December 31, 2014 with respect to the date prosecution, issuance or maintenance of all items of Company IP that is one hundred twenty (120) days after the date of this Agreement Registered IP in order to maintain such item items of Company Registered IP in full force and effect (but excluding any such action, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement);effect; and (iivi) Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies and describes every no interference, opposition, reissue, reexamination of any Company IP that is Registered IP, or any other legal proceeding that Legal Proceeding involving any Company IP is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the scope, validity or enforceability of any such Company Registered IP is being, or has been, or would reasonably be expected to be contested or challenged; (iii) except as set forth on Section 4.14(e)(iii) . To the Knowledge of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for the purpose of maintaining such Company Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (iv) no act has been done or omitted to be done by the Company, which has had or would be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company Registered IP; or (z) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all prior art material to the patentability of the claims in any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art with respect to such Patents of which the reasonable basis for a claim that any Company has Knowledge; and (vii) the Company has complied in all material respects with all applicable Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the CompanyIP is invalid or unenforceable.

Valid and Enforceable. All Company Acquired Entity Owned IP which that is Registered IP (“Company Registered IP”) is subsisting, enforceable and, to the Knowledge of the Company, valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) Section 4.14(e)(ino trademark, service ▇▇▇▇, trade name or Domain Name owned, used or applied for by any Acquired Entity conflicts or interferes with, or is confusingly similar to, any trademark or trade name owned, used or applied for by any other Person; (ii) Part 2.10(i)(ii) of the Company Disclosure Schedule completely and accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is one hundred twenty (120) 120 days after the date of this Agreement in order to maintain such each item of Company Acquired Entity Owned IP that is Registered IP in full force and effect (but excluding any such action, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement)effect; (iiiii) Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies and describes every no interference, opposition, cancellation, reissue, reexamination reexamination, investigation or other legal proceeding that Legal Proceeding is or has been pending or, to the Company’s Knowledge, or threatened, in which the scope, validity or enforceability of any Company Registered Acquired Entity Owned IP is being, being or has been, or would reasonably be expected to be been contested or challengedchallenged and, to the Knowledge of the Company, there is no basis for a claim that any Acquired Entity Owned IP is invalid or unenforceable; (iiiiv) except as set forth on Section 4.14(e)(iiiwith respect to each item of Acquired Entity Owned IP that is Registered IP: (A) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company Registered IP fees, and all taxes, have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity Body for the purpose of maintaining such Company Registered Acquired Entity Owned IP; ** ** Text Omitted and Filed Separately (B) each Acquired Entity is currently in compliance with the Securities all formal Legal Requirements (including payment of filing, examination and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) maintenance fees and 240.24b-2proofs of use); (ivv) other than applications or registrations for Registered IP which were intentionally abandoned, cancelled or allowed to lapse in the reasonable business judgment of an Acquired Entity, no act has been done or omitted to be done by the Companyany Acquired Entity, which has or had or would be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company Registered IP; Acquired Entity Owned IP or (z) in the case of giving any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of Person any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patentrights with respect thereto; (vi) all prior art material to the patentability of the claims in there are no materials, facts or circumstances that would materially and adversely affect any Patent or Patent applications of the Company of which the Company had Knowledge pending application for any Acquired Entity Owned IP that is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art with respect to such Patents of which the Company has KnowledgeRegistered IP; and (vii) no Acquired Entity is subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the Company has complied in all material respects with all applicable Laws regarding the duty use, transfer or licensing of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Companyany Acquired Entity Owned IP or other Intellectual Property Rights.

Valid and Enforceable. All Owned Company IP which that is Registered IP (“is valid and subsisting and, except with respect to pending applications for Owned Company Registered IP”) is valid, subsisting and enforceable. Without limiting the generality of the foregoing:: 15 (i) Section 4.14(e)(i) of no Trademark owned or for which registration has been applied for by an Acquired Company conflicts or interferes with any Trademark owned, used or for which registration has been applied for by any other Person in the Company Disclosure Schedule accurately identifies and describes each action, filingapplicable jurisdiction, and payment that must be each Acquired Company has taken reasonable steps to police the use of its Trademarks in the jurisdictions where such Acquired Company has registered, or made on or before the date that is one hundred twenty (120) days after the date of this Agreement in order to maintain currently registering such item of Company Registered IP in full force and effect (but excluding any such action, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement); Trademark; (ii) Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies and describes every no interference, opposition, cancellation, reissue, review, reexamination or other legal proceeding that Legal Proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the ownership, scope, validity or enforceability of any Owned Company Registered IP is being, or has been, or would reasonably be expected to be contested or challenged; , and, to the Knowledge of the Company, there is no basis for a claim that any Owned Company IP is invalid or unenforceable; (iii) except as set forth on Section 4.14(e)(iii) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company IP owned by any Acquired Company that is Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for the purpose of maintaining such Company Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (iv) no act has been done done, or omitted to be done done, by any of the CompanyAcquired Companies, as a result of which (A) any Owned Company IP has had been or would reasonably be reasonably expected to have the effect of (x) rendering be, impaired in any Patent included material respect or placed in the Company Registered IP unenforceable; public domain or (yB) impairing or dedicating to the public, or entitling any Person has been or would reasonably be expected to be entitled to cancel, forfeit, modify or consider abandoned, any Company Registered IP; or (z) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all prior art material to the patentability of the claims in any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art with respect to such Patents of which the Company has Knowledge; and (vii) the Company has complied in all material respects with all applicable Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Company.

Valid and Enforceable. All Company IP which that is Registered IP (“necessary to the business of the Company Registered IP”) as currently operated is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) Section 4.14(e)(i) of To the Company’s Knowledge no trademark or trade name owned, used or applied for by the Company Disclosure Schedule accurately identifies and describes each actionconflicts or interferes with any trademark or trade name owned, filingused or applied for by any other Person, and payment that must be the Company has taken or made on or before reasonable steps to police the date that is one hundred twenty (120) days after the date use of this Agreement in order to maintain such item of Company Registered IP in full force and effect (but excluding any such action, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement)its trademarks by third parties; (ii) Section 4.14(e)(iiTo Company’s knowledge with respect to each item of Company IP that is Registered IP: (1) all necessary registration, maintenance and renewal fees have been paid, and all necessary documents and certificates have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of the Company Disclosure Schedule accurately identifies maintaining such Registered IP; (2) is currently in compliance with formal legal requirements (including payment of filing, examination and describes every maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iii) No interference, opposition, reissue, reexamination or other legal proceeding that Legal Proceeding is or has been pending or, or (to the Company’s Knowledge, ) threatened, in which the scope, validity or enforceability of any Company Registered IP is being, or has been, or would could reasonably be expected to be contested or challenged; (iii) except as set forth on Section 4.14(e)(iii) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for the purpose of maintaining such Company Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (iv) The Company has no act has been done Knowledge of any basis for a claim that any Company IP is invalid or omitted to be done by the Company, which has had or would be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company Registered IP; or (z) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable;and (v) the The Company has diligently prepared and is diligently preparing not subject to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification any order, writ, injunction, judgment or decree of any potential Patent application) for all patentable inventions owned by Governmental Body that restricts or impairs the Company and included within the use, transfer or licensing of any Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all prior art material to the patentability of the claims in any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art with respect to such Patents of which the Company has Knowledge; and (vii) the Company has complied in all material respects with all applicable Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the CompanyIntellectual Property Rights.

Valid and Enforceable. All Company IP owned or which the Company believes or has indicated to Parent is Registered owned by the Company is valid, subsisting and enforceable, and to the Knowledge of the Company, all other Company IP (“Company Registered IP”) is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) Section 4.14(e)(ino trademark or trade name owned, used or applied for by the Company conflicts or interferes with any trademark or trade name owned, used or applied for by any other Person, and the Company has taken reasonable steps to police the use of its trademarks; (ii) Part 2.10(g)(ii) of the Company Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is one hundred twenty (120) 120 days after the date of this Agreement in order to maintain such item of Company Registered IP in full force and effect (but excluding any such action, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement); (iiiii) Section 4.14(e)(iiPart 2.10(g)(iii) of the Company Disclosure Schedule accurately identifies and describes every interference, opposition, reissue, reexamination or other legal proceeding Legal Proceeding that is or has been pending or, to the Knowledge of the Company’s Knowledge, overtly threatened, in which the scope, validity or enforceability of any Company Registered IP is being, or has been, or would reasonably be expected to be contested or challenged. To the Knowledge of the Company, there is no legally supportable basis for a claim that any Company IP is invalid or unenforceable, or, in the case of any claim(s) of Patent applications included in the Company IP, unpatentable; (iiiiv) except as set forth on Section 4.14(e)(iii) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company IP owned by the Company that is Registered IP have been paid and all necessary Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. documents and certificates have been filed with the relevant Governmental Entity Body for the purpose of maintaining such the Company Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2; (ivv) no act has been done or omitted to be done by the Company, which has had or would be reasonably expected to have the effect of (xA) rendering any Patent included in the Company Registered IP unenforceable; (yB) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company Registered IP; or (zC) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable;; and (vvi) the Company has diligently prepared and is diligently preparing to file Patent applications (for all inventions owned by the Company and included within the Company IP that relates to a Company Pharmaceutical Product and that the Company has deemed in its reasonable business judgment to be best protected through application for a Patent, in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all . All prior art material to the patentability of the claims in any issued Patent or Patent applications of the Company of which the Company had has Knowledge is cited in the respective issued Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclosethereof, and there is no other material prior art with respect to such Patents of which the Company has Knowledge; and (vii) the . The Company has complied in all material respects with all applicable Laws Legal Requirements regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Company.

Valid and Enforceable. All Acquired Company IP which is Registered IP (“Company Registered IP”) is subsisting, enforceable and, to the Knowledge of the Company, valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) no Trademark owned or for which registration has been applied for by an Acquired Company and, to the Knowledge of the Company, no other Trademark used by any Acquired Company, conflicts or interferes with any Trademark owned or for which registration has been applied for by any other Person, and each Acquired Company has taken reasonable steps to police the use of Trademarks it owns or to which it has an exclusive license; (ii) Section 4.14(e)(i2.13(e)(ii) of the Company Disclosure Schedule accurately identifies and describes each action, filing, and payment that that, to the Knowledge of the Company, must be taken or made on or before the date that is one hundred twenty (120) 120 days after the date of this Agreement in order to maintain such each item of Acquired Company IP that is Registered IP in full force and effect (but excluding any such action, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement)effect; (iiiii) Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies and describes every no interference, opposition, cancellation, reissue, review, reexamination or other legal proceeding that Action is or has been pending or, to the Knowledge of Company’s Knowledge, threatened, in which the scope, validity or enforceability of any Acquired Company Registered IP is being, or has been, or would reasonably be expected to be contested or challenged; (iii) except as set forth on Section 4.14(e)(iii) , and, to the Knowledge of the Company, there is no basis for a claim that any Acquired Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for the purpose of maintaining such Company Registered IPis invalid or unenforceable; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2and (iv) no act has been done or omitted to be done by the Companyany Acquired Company that has, which has had or would reasonably be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify forfeit or consider abandoned, any Acquired Company Registered IP; or (z) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all prior art material to the patentability of the claims in any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art with respect to such Patents of which the Company has Knowledge; and (vii) the Company has complied in all material respects with all applicable Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Company.

Valid and Enforceable. All Company IP which is applications for Acquired Entity Registered IP (“Company are validly applied for and all other Acquired Entity Registered IP”) IP is valid, subsisting and enforceable, and to the Acquired Entity's knowledge with respect to all Acquired Entity Registered IP that are registered patents and trademarks, valid. Without limiting the generality of the foregoing: (i) Section 4.14(e)(iPart 2.10(h)(i) of the Company Disclosure Schedule completely and accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is one hundred twenty (120) 120 days after the date of this Agreement in order to maintain such an item of Company Acquired Entity Registered IP in full force and effect (but excluding any such action, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement)effect; (ii) Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies and describes every no interference, opposition, cancellation, reissue, reexamination or other legal proceeding that Legal Proceeding is or has been pending or, to the Company’s Knowledge, or threatened, in which the scope, validity or enforceability of any Company Acquired Entity Registered IP is being, or has been, or would reasonably be expected to be contested or challenged, and to the Company’s Knowledge, there is no basis for a claim that any Acquired Entity IP is invalid or unenforceable; (iii) with respect to each item of Acquired Entity Registered IP that is Registered IP, except where such Registered IP was intentionally abandoned or allowed to lapse by an Acquired Entity as set forth on Section 4.14(e)(iiipart of its reasonable business judgment: (A) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity Body for the purpose of maintaining such Company Acquired Entity Registered IP; ** ** Text Omitted (B) each Acquired Entity is currently in compliance with all formal Legal Requirements (including payment of filing, examination and Filed Separately with the Securities maintenance fees and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4proofs of use); and (C) and 240.24b-2such Registered IP is not subject to any unpaid maintenance fees or taxes; (iv) no act has been done No Acquired Entity is subject to any order, writ, injunction, judgment or omitted to be done by the Company, which has had or would be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company Registered IP; or (z) in the case decree of any claim(s) of pending Patent applications included in Governmental Body that restricts or impairs the Company Registered IPuse, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification transfer or licensing of any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all prior art material to the patentability of the claims in any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art with respect to such Patents of which the Company has Knowledge; and (vii) the Company has complied in all material respects with all applicable Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the CompanyAcquired Entity IP.

Valid and Enforceable. All Company IP which is Registered IP (“Company Registered IP”) is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) Section 4.14(e)(ino Trademark owned, used or applied for by or on behalf of any Acquired Company conflicts or interferes with, or is confusingly similar to, any Trademark owned, used or applied for by any other Person, and each Acquired Company has taken commercially reasonable steps to police the use of its Trademarks; (ii) Part 2.10(h)(ii) of the Company Disclosure Schedule accurately identifies and describes each action, filing, filing and payment that must be taken or made on or before the date that is one hundred twenty (120) 180 days after the date of this Agreement in order to maintain such an item of Company Registered IP in full force and effect (but excluding any such action, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement)effect; (iiiii) Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies and describes every no interference, opposition, cancellation, reissue, reexamination inter partes review, post grant review, re-examination or other legal proceeding that Legal Proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the scope, validity or enforceability of any Company Registered IP is being, or has been, been or would reasonably be expected to be contested or challenged, and, to the Knowledge of the Company, there is no valid basis for a claim that any Company IP is invalid or unenforceable; (iiiiv) except as set forth on Section 4.14(e)(iii) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company IP owned by any Acquired Company that is Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity Body for the purpose of maintaining such Company Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2and (ivv) no act has been done or omitted to be done by the any Acquired Company, which has had or would reasonably be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) materially and adversely impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company Registered IP; or (z) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all prior art material to the patentability of the claims in any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art with respect to such Patents of which the Company has Knowledge; and (vii) the Company has complied in all material respects with all applicable Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Company.

Valid and Enforceable. All Acquired Company IP which that is Registered IP (“Company Registered IP”) is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) Section 4.14(e)(ino Trademark or Domain Name owned, purported to be owned, used or for which registration has been applied for by any Acquired Company infringes upon, conflicts with, or interferes with any Trademark or Domain Name owned, used or for which registration has been applied for by any other Person, and each Acquired Company has taken reasonable steps to police the use of its Trademarks and Domain Names; (ii) each item of Acquired Company IP that is Registered IP is and at all times has been in compliance in all material respects with all Legal Requirements and all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company IP in full force and effect have been made and taken by the applicable deadline; (iii) Part 2.11(h)(iii) of the Company Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is one hundred twenty (120) days after the date of this Agreement January 31, 2022 in order to maintain such item of Company Registered IP in full force and effect (but excluding any such action, filing or payment the requirement for which first comes into being after the date each item of this Agreement and was unknown prior to the date of this Agreement)Acquired Company IP that is Registered IP; (iiiv) Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies and describes every no interference, opposition, cancellation, reissue, reexamination reexamination, review or other legal proceeding that Legal Proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the ownership, scope, validity or enforceability of any Acquired Company IP that is Registered IP is being, or has been, or would reasonably be expected to be contested or challenged;, and, to the Knowledge of the Company, there are no specific facts that would form a reasonable basis for a claim that any Acquired Company IP is invalid or unenforceable; and (iii) except as set forth on Section 4.14(e)(iii) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for the purpose of maintaining such Company Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (ivv) no act has been done or omitted to be done by the any Acquired Company, which has has, had or would reasonably be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company Registered IP; or (z) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all prior art material to the patentability of the claims in any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art with respect to such Patents of which the Company has Knowledge; and (vii) the Company has complied in all material respects with all applicable Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Company.

Valid and Enforceable. All Company IP which is Registered IP (“Company Registered IP”) is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) Section 4.14(e)(i3.6.5(i) of the Company Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is one hundred twenty (120) days [*] after the date of this Agreement in order to maintain such item of Company Registered IP in full force and effect (but excluding any such action, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement); (ii) Section 4.14(e)(ii3.6.5(ii) of the Company Disclosure Schedule accurately identifies and describes every interference, opposition, reissue, reexamination or other legal proceeding that is or has been pending or, to the Company’s 's Knowledge, threatened, in which the scope, validity or enforceability of any Company Registered IP is being, or has been, or would reasonably be expected to be contested or challenged; (iii) except as set forth on Section 4.14(e)(iii) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company IP that is Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity Authority for the purpose of maintaining such Company Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2; (iv) no act has been done or omitted to be done by the Company, which has had or would be reasonably expected to have the effect of (xA) rendering any Patent included in the Company Registered IP unenforceable; (yB) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company Registered IP; or (zC) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be best protected through application for a Patent, in a manner and (II) Company IP within a sufficient time period to avoid statutory disqualification of the type for which the Company’s proprietary interests therein is best protected by Patentany potential Patent application; (vi) all prior art material to the patentability of the claims in any issued Patent or Patent applications of the Company of which the Company had has Knowledge is cited in the respective issued Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclosethereof, and there is no other material prior art with respect to such Patents of which the Company has Knowledge; and (vii) the Company has complied in all material respects with all applicable Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Company.

Valid and Enforceable. All To the Knowledge of the Company, all Acquired Company IP which that is Registered IP (“Company Registered IP”) is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) Section 4.14(e)(ino Trademark or Domain Name owned, purported to be owned, or for which registration has been applied for by any Acquired Company conflicts or interferes with any Trademark or Domain Name owned or for which registration has been applied for by any other Person, and each Acquired Company has taken reasonable steps to police the use of its Trademarks and Domain Names; (ii) all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company IP that is Registered IP in full force and effect have been made and taken by the applicable deadline; (iii) Part 3.11(h)(iii) of the Company Disclosure Schedule accurately identifies and describes each action, filing, filing and payment that must be taken or made on or before the date that is one hundred twenty (120) 120 days after the date of this Agreement Closing Date in order to maintain such item of Company Registered IP in full force and effect (but excluding each item of Acquired Company IP owned or purported to be owned by any such action, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement)Acquired Company that is Registered IP; (iiiv) Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies and describes every no interference, opposition, cancellation, reissue, reexamination reexamination, review or other legal proceeding that Legal Proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the ownership, scope, validity or enforceability of any Acquired Company IP that is Registered IP is being, being or has been, or would reasonably be expected to be contested or been challenged;; and (iii) except as set forth on Section 4.14(e)(iii) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for the purpose of maintaining such Company Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (ivv) no act has been done or omitted to be done by the any Acquired Company, which act or omission has or had or would be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, abandoned any Company Registered IP; or (z) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application) for all patentable inventions owned by the Company and included within the Acquired Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all prior art material to the patentability of the claims in or give any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art Person any rights with respect to such Patents of which the Company has Knowledge; and (vii) the Company has complied in all material respects with all applicable Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Companythereto.

Valid and Enforceable. All Acquired Company IP which is Registered IP (“Company Registered IP”) is valid, subsisting and enforceableenforceable or, in the case of applications, applied for; provided that the foregoing representation is made to the Knowledge of the Company with respect to Patents. Without limiting the generality of the foregoing: (i) Section 4.14(e)(ieach Acquired Company has taken reasonable steps to protect the Acquired Company Owned IP against third party infringement, violation, misappropriation or dilution, as applicable; (ii) each item of Acquired Company Registered IP is in compliance with all Legal Requirements, and all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company Registered IP in full force and effect (or in the case of applications, to avoid abandonment of the application) have been made and taken by the applicable deadline; (iii) Part 3.11(g)(iii) of the Company Disclosure Schedule accurately identifies and describes each action, filing, filing and payment that must be taken or made on or before the date that is one hundred twenty (120) days after the date of this Agreement Closing Date in order to maintain such item of Company Registered IP in full force and effect (but excluding any such actionor in the case of applications, filing or payment to avoid abandonment of the requirement for which first comes into being after the date application) each item of this Agreement and was unknown prior to the date of this Agreement)Acquired Company Registered IP; (iiiv) Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies and describes every no interference, opposition, cancellation, reissue, reexamination reexamination, review or other legal proceeding that Legal Proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the ownership, scope, validity or enforceability of any Acquired Company Registered IP is being, or has been, been or would reasonably be expected to be contested or challenged;, and there are no specific facts that would form a reasonable basis for any such claim or Legal Proceeding; and (iiiv) except Except as set forth on Section 4.14(e)(iiiPart 3.11(g)(v) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for the purpose of maintaining such Company Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (iv) no act has been done or omitted to be done by the any Acquired Company, which has had caused or would be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the publicpermitted, or entitling which will with the passage of time cause or permit, any Person Acquired Company Owned IP to cancelenter into the public domain, forfeit, modify or consider to be abandoned, any Company Registered IP; or (z) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all prior art material to the patentability of the claims in any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art with respect to such Patents of which the Company has Knowledge; and (vii) the Company has complied in all material respects with all applicable Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Companylapsed.

Valid and Enforceable. (i) All Company IP which is Registered IP (“that has been made available in or as a Company Registered IP”) product or service is valid, subsisting and enforceable. Without limiting ; (ii) each U.S. patent application and U.S. patent in which the generality Company has or purports to have an ownership interest was filed within one year of the foregoing:first printed publication, public use or offer for sale of each invention described in such U.S. patent application or U.S. patent; (iiii) each foreign patent application and foreign patent in which the Company has or purports to have an ownership interest was filed, or claims priority to a patent application filed, before the time at which each invention described in such foreign patent application or foreign patent was first made available to the public; (iv) no trademark (whether registered or unregistered) or trade name owned, used, or applied for by the Company conflicts or interferes with any trademark (whether registered or unregistered) or trade name owned, used or applied for by any other Person; (v) none of the goodwill associated with or inherent in any trademark (whether registered or unregistered) in which the Company has or purports to have an ownership interest has been impaired; (vi) each item of Company IP that is Registered IP is and at all times has been in compliance with all Legal Requirements, and all filings, payments and other actions required to be made or taken to maintain such item of Company IP in full force and effect have been made by the applicable deadline; (vii) no application for a patent or for a copyright, mask work or trademark registration or any other type of Registered IP filed by or on behalf of the Company has been abandoned, allowed to lapse or rejected; (viii) Section 4.14(e)(i2.14(e)(viii) of the Company Disclosure Schedule accurately identifies and describes each action, filing, payment, and payment action that must be made or taken or made on or before the date that is one hundred twenty (120) 120 days after the date of this Agreement in order to maintain each such item of Company IP that is Registered IP in full force and effect (but excluding any such actionor, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior with respect to applications, to continue progress towards issuance to the date of this Agreement)full extent possible under applicable law during such period; (iiix) Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies has provided to Parent complete and describes every accurate copies of all applications, correspondence and other material documents related to each such item of Registered IP; (x) no interference, opposition, reissue, reexamination or other legal proceeding that of any nature is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the scope, validity or enforceability of any Company Registered IP is being, has been or has been, or would could reasonably be expected to be contested or challenged; (iii) except as set forth on Section 4.14(e)(iii) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for the purpose of maintaining such Company Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (iv) no act has been done or omitted to be done by the Company, which has had or would be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company Registered IP; or (z) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all prior art material to the patentability of the claims in any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art with respect to such Patents of which the Company has Knowledge; and (viixi) to the Company has complied in all material respects with all applicable Laws regarding the duty Knowledge of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Company, there is no basis for a claim that any Company IP is invalid or, except for pending applications, unenforceable.