Except for such exceptions that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, the Partnership Entities own, possess, license or have other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “ Intellectual Property ”) necessary for the conduct of the Partnership Entities’ business as now conducted or as proposed in the General Disclosure Package and the Offering Memorandum to be conducted and there is no pending or, to the knowledge of the Partnership, threatened action, suit, proceeding or claim by others challenging the Partnership Entities’ rights in or to any such Intellectual Property, and the Partnership is unaware of any facts which would form a reasonable basis for any such claim.