definiens: means all Intellectual Property owned by the Company, including the CompanyRegistrations and all Intellectual Property contributed by Afferent Therapeutics, LLC pursuant to the ContributionAgreement dated on or about September 26, 2007, between Afferent Therapeutics, LLC and the Company, but does notinclude any third - party Intellectual Property licensed by the Company . All assignments of Company - owned IntellectualProperty to the Company have been properly executed and, to the extent necessary to reflect or perfect ownership, recorded . The Company owns or possesses sufficient legal rights to all Intellectual Property necessary to the conductof the Company 's business as now conducted and as presently contemplated to be conducted, without any knownconflict with, or infringement of, the rights of others . The Company is the sole and exclusive owner of all Company - owned Intellectual Property, free and clear of any encumbrance and all joint owners of the Company - owned IntellectualProperty are listed in Schedule 2.8 of the Disclosure Schedule . The Company has not agreed to indemnify any personagainst any infringement, violation or misappropriation of any Intellectual Property rights with respect to any Company - owned Intellectual Property or any third party Intellectual Property licensed by the Company . The Company is not amember of or party to any patent pool, industry standards body, trade association or other organization pursuant to therules of which it is obligated to license any existing or future Company - owned Intellectual Property to any person