Intellectual Property. The Company and its subsidiaries own or possess the valid right to use all # patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and trade secret rights (“Intellectual Property Rights”) and # inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and described in the Prospectus, except to the extent that the failure to own or possess rights to use such Intellectual Property Rights or Intellectual Property Assets would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the Prospectus or as would not be reasonably expected to result in a Material Adverse Effect, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted.
Intellectual Property. TheProperty Rights. To the Company's knowledge, the Company and its subsidiaries ownhas, or possesscan acquire on reasonable terms, ownership of and/or license to, or otherwise has the valid right to useuse, all # patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and trade secret rights (“Intellectual Property Rights”) and # inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual propertyknow-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, “Intellectual Property Assets”, patents and patent rights trademarks, service marks and trade names, copyrights, (collectively Intellectual Property) necessarymaterial to conduct their respective businessescarrying on its business as currently conducted, and as proposed to be conducted and described in the Prospectus, exceptProspectus. The Company has not received any correspondence relating to the extent that the failure to own# infringement or possess rights to use suchmisappropriation of, or conflict with, any Intellectual Property Rights orof a third party; # asserted rights of others with respect to any Intellectual Property Assets would not,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 be expected to have a Material Adverse Effect. The Company and its subsidiariesChange. There are no third parties who have not receivedbeen able to establish any opinion from their legal counsel concluding thatmaterial rights to any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person toProperty, 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: # challenging the validity, enforceability or scope of any Intellectual Property of the Company and its subsidiaries with respector # challenging the Company's rights in or to any Intellectual Property Rights or # that the Company materially infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rightsproprietary rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms.others. The Company has complied in all material respects with, and is notwith the terms of each agreement described in breach nor has received any assertedthe Registration Statement, Disclosure Package or threatened claim of breach ofProspectus pursuant to which any Intellectual Property license,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 has no knowledge(collectively, the Company Patents) have been duly and properly filed. The Company is not aware of any breach or anticipated breach by any other personmaterial information that was required to be disclosed to the United States Patent and Trademark Office (the PTO) but that was not disclosed to the PTO with respect to any Intellectual Property license. Except as describedissued Company Patent, or that is required to be disclosed and has not yet been disclosed in any pending application in the Prospectus or asCompany Patents and that would not be reasonably expected to result inpreclude the grant of a Material Adverse Effect, no claim has been made againstpatent on such application. To the Company's knowledge, the Company allegingis the infringement bysole owner of the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. Patents.
Intellectual Property. The Company and its subsidiariesthe Subsidiary own or possess the valid rightadequate enforceable rights to use all # patents, patent applications, trademarks,trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and trade secret rights (“Intellectual Property Rights”) and # inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual propertyknow-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property Assets”Property”), necessary tofor the conduct of their respective businesses as currently conducted, andconducted as proposed to be conducted and described inof the Prospectus,date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property Rights or Intellectual Property Assets would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiariesthe Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge,claim of infringement or conflict which isasserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are no pending, or to their knowledge still pending,the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, patent applications or proprietary information. No other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other person tothan by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company andor its subsidiaries with respectSubsidiaries in or to any Intellectual Property Rightsowned, licensed or Intellectual Property Assets owned or usedoptioned by the Company or its subsidiaries. Toany Subsidiary which claim, if the knowledgesubject of the Company, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the Prospectus or asan unfavorable decision, would not be reasonably expected to result in a Material Adverse Effect, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. Effect.
Intellectual Property. The Company and its subsidiaries ownthe Subsidiaries have, or possess the valid righthave rights to useuse, all # patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and trade secret rights (“Intellectual Property Rights”) and # inventions, software, works of authorships, trademarks,applications, service marks, trade names, databases, formulae, know how, Internet domain namestrade secrets, inventions, copyrights, licenses and other intellectual property (including trade secretsrights and other unpatented and/similar rights necessary or unpatentable proprietary confidential information, systems or procedures) (collectively, “Intellectual Property Assets”) necessary to conductrequired for use in connection with their respective businesses as currently conducted, and as proposed to be conducted and described in the Prospectus, except to the extent thatSEC Reports and which the failure to ownso have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or possessotherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to usenot have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights orare enforceable and there is no existing infringement by another Person of any of the Intellectual Property Assets wouldRights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the Prospectus or as would not be reasonably expected to result in a Material Adverse Effect, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted.
Intellectual Property. TheTo the knowledge of the Company, the Company and its subsidiaries ownthe Subsidiaries have, or possess the valid righthave rights to useuse, all # patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and trade secret rights (“Intellectual Property Rights”) and # inventions, software, works of authorships, trademarks,applications, service marks, trade names, databases, formulae, know how, Internet domain namestrade secrets, inventions, copyrights, licenses and other intellectual property (including trade secretsrights and other unpatented and/similar rights necessary or unpatentable proprietary confidential information, systems or procedures) (collectively, “Intellectual Property Assets”) necessary to conductrequired for use in connection with their respective businesses as currently conducted, and as proposed to be conducted and described in the Prospectus, except to the extent thatSEC Reports and which the failure to ownso have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice that any of, the Intellectual Property Rights has expired, terminated or possessbeen abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement for which the expiration, termination or abandonment could have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to usenot have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights orare enforceable and there is no existing infringement by another Person of any of the Intellectual Property AssetsRights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the Prospectus or as would not be reasonably expected to result in a Material Adverse Effect, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted.
Intellectual Property. The Company and each of its subsidiaries own or possess the valid rightadequate rights to use or can acquire on reasonable terms ownership or rights to use all # patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and trade secret rights (“Intellectual Property Rights”) and # inventions, software, works of authorships,patent rights, licenses, trademarks, service marks, trade names, databases, formulae, know how, Internet domain namestrademark registrations, service mark registrations, copyrights and other intellectual propertyknow-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures)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 Assets”Property”) necessary tofor the conduct of their respective businesses as currently conducted, and as proposed to be conducted and describedbusinesses, except in the Prospectus, except to the extent thateach case where the failure to own or possess rights to use such Intellectual Property Rights or Intellectual Property Assetsrights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the Prospectus or as would not be reasonably expected to result in a Material Adverse Effect, noand have not received any notice of any claim has been made againstof 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 allegingor any of its subsidiaries therein, except in each case where such infringement or conflict (if the infringement by the Companysubject of any patent, trademark, service mark, trade name, copyright, trade secret, licenseunfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement willaggregate, would not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. a Material Adverse Effect.
Intellectual Property. TheExcept as set forth on [Schedule 3.1(p)], the Company and its subsidiaries ownthe Subsidiaries have, or possess the valid righthave rights to useuse, all # patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and trade secret rights (“Intellectual Property Rights”) and # inventions, software, works of authorships, trademarks,applications, service marks, trade names, databases, formulae, know how, Internet domain namestrade secrets, inventions, copyrights, licenses and other intellectual property (including trade secretsrights and other unpatented and/similar rights as described in the SEC Reports as necessary or unpatentable proprietary confidential information, systems or procedures) (collectively, “Intellectual Property Assets”) necessary to conductrequired for use in connection with their respective businesses as currently conducted, and as proposed to be conducted and described in the Prospectus, except to the extent thatwhich the failure to ownso have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or possessotherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably or expected to usenot have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights orare enforceable and there is no existing infringement by another Person of any of the Intellectual Property Assets wouldRights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the Prospectus or as would not be reasonably expected to result in a Material Adverse Effect, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted.
Intellectual Property.Patents, Copyrights, etc. The Company and each of its subsidiaries ownSubsidiaries owns or possesspossesses the valid rightrequisite licenses or rights to use all # patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark registrations,applications, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses andnames, trade secret rights (“Intellectual Property Rights”) and # inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems or procedures) (collectively, “Intellectual Property Assets”copyrights (“Intellectual Property”) necessary to enable it to conduct their respective businessesits business as currently conducted, andnow operated (and, as proposedpresently contemplated to be conducted and describedoperated in the Prospectus, exceptfuture). Except as disclosed in the SEC Documents, there is no claim or action by any person pertaining to, or proceeding pending, or to the extent thatCompany’s knowledge threatened, which challenges the failure to own or possess rights to use such Intellectual Property Rights or Intellectual Property Assets would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rightsright of the Company and its subsidiariesor of a Subsidiary with respect to any Intellectual Property Rightsnecessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property Assets owned or usedother rights held by any person; and the Company is unaware of any facts or its subsidiaries. To the knowledge of the Company, the Company and its subsidiaries’ respective businesses as now conducted do notcircumstances which might give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms.foregoing. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claimeach of breachits Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of anytheir Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the Prospectus or as would not be reasonably expected to result in a Material Adverse Effect, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. Property.
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