Blood Language Underwriting Agreement

pp) the company and its subsidiaries hold, hold, hold or hold all patents, patent applications, trademarks and services, trademark and service registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property rights (all intellectual property) for the execution of the transaction in all areas of activity. unless the registration statement, disclosure file and prospectus indicate or are referenced, (a) there is no third-party right to these intellectual property rights, including pledge rights, security interests or any other charge; (b) to the company`s knowledge, there has been no substantial breach of such intellectual property by third parties; (c) there is no pending or known action on the company or threat of action, lawsuits, proceedings or claims by others challenging the intellectual property rights of the company or such intellectual property, and, unless it is reasonable not to expect it to have a significant negative effect, the company is not aware of a real basis for that right; (d) this intellectual property has not been found to be totally or partially unenforceable or unenforceable by a competent court; (e) there are no pending or, to the company`s knowledge, threatened, appeals, proceedings or claims that call into question the validity or scope of such intellectual property, including interventions, remedies, audits or government procedures, and the company is not aware of any facts that would constitute an appropriate basis for such an allegation; (f) there are no remedies, remedies, proceedings or claims pending or threatened by others, that the company violates, abuses or otherwise violates the patents, trademarks, copyrights, trade secrets or other property rights, and that the company is not aware of any other fact that would constitute an appropriate basis for such a claim; (g) each employee of the company entered into an invention award agreement with the company, and no employee of the company has breached an employment contract clause, patent contract, agreement to terminate the contract of invention, non-compete agreement, confidentiality agreement or restrictive agreement with or with a former employer when the basis for such a violation relates to the employment of these employees with the company; (h) to the company`s knowledge, there is no patent or published patent or patent application in the United States or any other jurisdiction containing valid claims that dominate any intellectual property, which is described in the disclosure package and prospectus as a property or licence for the company, or that would form the basis for infringement of the intellectual property claims issued or pending; and (i) the company is not aware of a state of the art that could invalidate a U.S. patent of the company, or of a U.S. patent application that is not patentable by the company and has not been disclosed to the U.S. Patent and Trademark Office, and all of these statements of technology have been disclosed to the Patent Office or any other jurisdiction if necessary. The company has complied, on all essential points, with all licensing agreements in which it participates and which are related to intellectual property and has not received any alleged right or threatened with infringement of intellectual property. 3. Delivery and payment. Delivery and payment of signed securities and option securities (if the option in Section 2 (b) was exercised on the third business day immediately prior to the closing date) will take place at 9:30 a.m. New York time, June 30, 2020 or no more than three business days after the date mentioned above , as the representatives point out. the date and time that may be deferred by mutual agreement between the representatives and the company and the selling shareholder, or in accordance with Section 9 (date and time of delivery and payment of the securities designated as the completion date).