The Parent owns, or possesses and/or has been granted valid and enforceable licenses to use, all material Intellectual Property necessary for, or used in, the conduct of its business as such business is described in the Public Disclosure Documents. The Parent has no knowledge of any material infringement, misappropriation or other violation by third parties of any of the Intellectual Property owned by the Parent, nor is there any pending or, to the knowledge of the Parent, threatened action, suit, proceeding or claim by others challenging the Parent's rights of title or other interest in or to any Intellectual Property owned by the Parent, and the Parent does not know of any facts which would form a reasonable basis for any such claim. There is no pending or, to the knowledge of the Parent, threatened action, suit, proceeding or claim by others challenging the validity and scope of any Intellectual Property owned by the Parent, and the Parent does not know of any facts which would form a reasonable basis for any such claim. Neither the Parent nor the conduct of its business as such business is described in the Public Disclosure Documents has infringed, misappropriated, or otherwise violated any Intellectual Property of any third party and there is no pending or, to the knowledge of the Parent, threatened action, suit, proceeding or claim by others alleging any of the foregoing, and the Parent is unaware of any facts which would form a reasonable basis for any such claim, in each case except for such infringement, misappropriation, violation, claims or facts as would not reasonably be expected to have a Material Adverse Effect. The Parent is not aware of any grounds for an interference proceeding before the U.S. Patent and Trademark Office, the Canadian Intellectual Property Office, or any similar intellectual property office or agency of any jurisdiction in relation to any of the Intellectual Property registrations or applications currently owned or applied for by the Parent. All present employees of the Parent that have conceived, authored, developed or otherwise created Intellectual Property for the Parent or have had access to any confidential information of the Parent have entered into agreements or executed acknowledgments pursuant to which such person (i) agrees or acknowledges its obligation to maintain and protect the confidential information of the Parent and (ii) assigns to the Parent all Intellectual Property conceived, authored, developed or otherwise created by such person in the course of his, her, or its employment or other relationship with the Parent. There is no pending or, to the knowledge of the Parent, threatened action, suit proceeding or claim by any current or former employee, consultant or agent of the Parent seeking either ownership rights to any invention or other intellectual property right or compensation from the Parent for any invention or other intellectual property right made by such employee, consultant or agent in the course of his/her employment with the Parent or otherwise. The Public Disclosure Documents fairly and accurately describe in all material respects the Parent's rights with respect to the Intellectual Property. The Parent and its subsidiaries have taken reasonable measures to protect the secrecy, confidentiality and value of all their Intellectual Property in all material aspects, and the Parent has no reason to believe that such Intellectual Property is not or, if not yet patented or registered, would not be, valid and enforceable against an unauthorized user. The computer systems, including the software, firmware, hardware, networks, interfaces, platforms and related systems used or relied on by the Parent are sufficient, in all material respects, for the conduct of its business as such business is described in the Public Disclosure Documents. Parent is, and has been for the past two years in compliance with all data security and privacy Laws applicable to the Parent, in all material respects, and no written notices have been received by, and the Parent has no knowledge of any claims, charges or complaints that have been made against Parent, alleging a violation of any such Laws. The Parent has no knowledge of any actual or written alleged material incidents of unauthorized access or use of any personal or other sensitive information in the Parent's possession or under the Parent's control.