Companys and its Subsidiaries knowledge, individuals not employed by Company or its Subsidiaries) associated with the filing and prosecution of such registrations or applications, including the named inventors, has complied in all material respects with all applicable duties of candor and good faith in dealing with any patent office, including the USPTO, in those jurisdictions where such duties exist. Company may update this list to add additional registrations or applications, so long as such amendment occurs by written notice to Administrative Agent, subject to the Companys obligations and restrictions under this Agreement, including Section 5.9, Section 5.10 and Section 6.8.
(d) Except as disclosed on Schedule 4.17(d), there is no opposition, interference, reexamination, inter partes review, post-grant review, derivation or other post-grant proceeding, injunction, claim, suit, action, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding or claim (collectively, Disputes) to which Company or any of its Subsidiaries is a party (or, to Companys and its Subsidiaries knowledge, to which Company and its Subsidiaries are not a party) that is pending or currently threatened, that challenges the legality, scope, validity, enforceability, infringement, ownership, inventorship or other rights with respect to any of the Product Intellectual Property Rights, and neither Company nor its Subsidiaries is aware of any facts that could provide a reasonable basis for any such Disputes except as may arise in the ordinary, day-to-day course of prosecution of intellectual property applications and registrations. Company and its Subsidiaries have not received any written notice that there is any, and to their knowledge there is no, Person who is or claims to be an inventor under any of the Product Patents who is not a named inventor thereof.
(e) To Companys and its Subsidiaries knowledge, there is no past, pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could reasonably be expected to give rise to or serve as a basis for any, action, suit, or proceeding, or any investigation or claim by any Person that claims or alleges that the discovery, development, manufacture, use, import, export or Commercialization of the Product anywhere in the world infringes on any Patent or other Intellectual Property Rights of any other Person or constitutes misappropriation of any other Persons trade secrets or other Intellectual Property Rights. Except as disclosed on Schedule 4.17(e), to Companys and its Subsidiaries knowledge, no third party is infringing upon or otherwise in violation of any Product Intellectual Property Rights owned or used by the Company or its Subsidiaries, or any of their respective Licensees.
(f) Except as disclosed in Schedule 4.17(f), neither Company or its Subsidiaries has entered into any Contractual Obligation (other than this Agreement and the other Loan Documents), commitment or undertaking (i) creating a lien, charge, security interest or other encumbrance on, or relating to or affecting the Product Intellectual Property Rights or any of its royalties on, or proceeds from, sales of the Product, (ii) pursuant to which Company or its Subsidiaries has sold, transferred, assigned or pledged to any Person royalties on, or proceeds from, sales of the Product, or (iii) providing for milestone payments or similar development, commercialization or intellectual property-related payments to any Person applicable (or that with further development and commercialization may become applicable) to the Product.
Section 4.18. Permits, Etc. Each Loan Party has, and is in compliance with, all permits, licenses, authorizations, approvals, entitlements and accreditations required for such Person lawfully to own, lease, manage or operate, or to acquire, each business currently owned, leased, managed or operated, or to be acquired, by such Person, which, if not obtained, could reasonably be expected to have a Material Adverse Effect. No condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, license, authorization, approval, entitlement or accreditation, and there is no claim that any thereof is not in full force and effect, except, to the extent any such condition, event or claim could not be reasonably be expected to have a Material Adverse Effect.
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