Except for matters which are not reasonably likely to have a Material Adverse Effect, # each of the Company has ownership of, or a license or other legal right to use, all patents, copyrights, trade secrets, trademarks, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company (collectively, “Intellectual Property”) and # all of the Intellectual Property owned by the Company consisting of patents, registered trademarks and registered copyrights have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and/or such other jurisdictions.

ExceptThe Company and each of its subsidiaries own or possess adequate rights to use or can acquire on reasonable terms ownership or rights to use all patents, patent applications, patent rights, licenses, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures and excluding generally commercially available “off the shelf” software programs licensed pursuant to shrink wrap or “click and accept” licenses) and licenses (collectively, “Intellectual Property”) necessary for matters which are not reasonably likelythe conduct of their respective businesses, except in each case where the failure to haveown or possess such rights would not, individually or in the aggregate, result in a Material Adverse Effect, # eachand have not received any notice of any claim of infringement or conflict with, any such rights of others or any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Company has ownership of, or a licenseany of its subsidiaries therein, except in each case where such infringement or other legal right to use, all patents, copyrights, trade secrets, trademarks, customer lists, designs, manufacturingconflict (if the subject of any unfavorable decision, ruling or other processes, computer software, systems, data compilation, research resultsfinding) or other proprietary rights usedinvalidity or inadequacy, individually or in the business of the Company (collectively, “Intellectual Property”) and # all of the Intellectual Property owned by the Company consisting of patents, registered trademarks and registered copyrights have been duly registered in, filedaggregate, would not result in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and/or such other jurisdictions.a Material Adverse Effect.

Intellectual Property Rights. Except for matters which areas would not reasonably likely to have a Material Adverse Effect, #Change, the Company and each of its subsidiaries own or otherwise possess adequate rights to use all patents, trademarks, service marks, trade names and copyrights, all applications and registrations for each of the Company has ownership of, or a license or other legal right to use,foregoing, and all patents, copyrights, trade secrets, trademarks, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights and confidential information used in the businessor necessary to conduct their respective businesses as currently conducted; except as would not have a Material Adverse Change, and none of the Company (collectively, “Intellectual Property”) and # allor any of its subsidiaries has received any written notice of any infringement of, misappropriation, violation or conflict with the rights of any third party with respect to any of the Intellectual Property owned by the Company consisting of patents, registered trademarks and registered copyrights have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and/or such other jurisdictions.foregoing.

Except for matters which areIntellectual Property Rights. To the Company's knowledge, the Company has, or can acquire on reasonable terms, ownership of and/or license to, or otherwise has the right to use, all inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), patents and patent rights trademarks, service marks and trade names, copyrights, (collectively “Intellectual Property”) material to carrying on its business as described in the Prospectus. The Company has not received any correspondence relating to # infringement or misappropriation of, or conflict with, any Intellectual Property of a third party; # asserted rights of others with respect to any Intellectual Property of the Company; or # assertions that any Intellectual Property of the Company is invalid or otherwise inadequate to protect the interest of the Company, that in each case (if the subject of any unfavorable decision, ruling or finding), individually or in the aggregate, would have or would reasonably likelybe expected to have a Material Adverse Effect,Change. There are no third parties who have been able to establish any material rights to any Intellectual Property, except for the retained rights of the owners or licensors of any Intellectual Property that is licensed to the Company. There is no pending or, to the Company's knowledge, threatened action, suit, proceeding or claim by others: # eachchallenging the validity, enforceability or scope of any Intellectual Property of the Company has ownership of, or a license# challenging the Company's rights in or other legal right to use, all patents, copyrights, trade secrets, trademarks, customer lists, designs, manufacturingany Intellectual Property or other processes, computer software, systems, data compilation, research results# that the Company materially infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property or other proprietary rights usedof others. The Company has complied in all material respects with the terms of each agreement described in the businessRegistration Statement, Disclosure Package or Prospectus pursuant to which any Intellectual Property is licensed to the Company, and all such agreements related to products currently made or sold by the Company, or to product candidates currently under development, are in full force and effect. All patents issued in the name of, or assigned to, the Company, and all patent applications made by or on behalf of the Company (collectively, “Intellectual Property”) and # all of the Intellectual Property owned by the Company consisting of patents, registered trademarks and registered copyrights“Company Patents”) have been duly registered in, filed in or issued byand properly filed. The Company is not aware of any material information that was required to be disclosed to the United States Patent and Trademark Office,Office (the “PTO”) but that was not disclosed to the United States Register of CopyrightsPTO with respect to any issued Company Patent, or the corresponding offices of other jurisdictionsthat is required to be disclosed and havehas not yet been maintained and reneweddisclosed in accordance with all applicable provisions of law and administrative regulationsany pending application in the United States and/orCompany Patents and that would preclude the grant of a patent on such other jurisdictions.application. To the Company's knowledge, the Company is the sole owner of the Company Patents.