Common use of 2Collateral Clause in Contracts

2Collateral. (a) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Deposit Accounts other than the Deposit Accounts maintained with Bank or the Deposit Accounts described in the Perfection Certificate delivered to Bank in connection herewith. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or subject to a landlord agreement or bailee agreement as required pursuant to Section 6.14 or Section 7.2, as applicable. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is of good and marketable quality, free from defects, in all material respects. (b) Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (i) non-exclusive licenses granted to its customers in the ordinary course of business, (ii) over-the-counter software that is commercially available to the public, and (iii) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. No part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made to Borrower in writing that any part of the Intellectual Property material to Borrower’s business violates the rights of any third party (whether for infringement or otherwise) except to the extent such claim would not reasonably be expected to have a Material Adverse Effect. Except as noted on the Perfection Certificate, to Borrower’s knowledge Borrower is not a party to, nor is it bound by, any Restricted License.

2Collateral. (a) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Deposit Collateral Accounts at or with any bank or financial institution other than the Deposit Accounts maintained with Bank or Bank’s Affiliates except for the Deposit Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewithherewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or subject to a landlord agreement or bailee agreement as required pursuant to Section 6.14 or Section 7.2, as applicableCertificate. None of the components of the Collateral (other than mobile equipment such as laptop computers and personal digital assistants with aggregate value not at any time exceeding One Hundred Thousand Dollars ($100,000.00) in the aggregate in the possession of Borrower’s employees or agents) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, in all material respects. (b) . Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (ia) non-exclusive licenses granted to its customers and strategic partners in the ordinary course of business, (iib) over-the-counter software that is commercially available to the public, and (iiic) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. No Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made to Borrower in writing that any part of the Intellectual Property material to Borrower’s business violates the rights of any third party (whether for infringement or otherwise) except to the extent such claim would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, to Borrower’s knowledge Borrower is not a party to, nor is it bound by, any Restricted License.

2Collateral. (a) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Deposit Collateral Accounts at or with any bank or financial institution other than the Deposit Accounts maintained with Bank or Bank's Affiliates except for the Deposit Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, to the extent required by the terms of Section 6.6(b). The To Borrower's knowledge, the Accounts are bona fide, existing obligations of the Account Debtors. All unreserved Inventory is in all material respects of good and marketable quality, free from material defects. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or subject to a landlord agreement or bailee agreement as required permitted pursuant to Section 6.14 or Section 7.2, as applicable. None of the components of the Collateral shall be are currently being maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.27.2 of this Agreement. All Inventory is of good and marketable quality, free from defects, in all material respects. (b) Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (ia) non-exclusive licenses granted to its customers in the ordinary course of business, (iib) over-the-counter software that is commercially available to the public, and (iiic) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. No To Borrower's knowledge, each Patent which it owns or purports to own and which is material to Borrower's business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s 's business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s 's knowledge, no claim has been made to Borrower in writing that any part of the Intellectual Property material to Borrower’s business violates the rights of any third party (whether for infringement or otherwise) except to the extent such claim would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Borrower's business. Except as noted on the Perfection Certificate, or with respect to Borrower’s knowledge which notice is provided pursuant to Section 6.7(c) hereof, Borrower is not a party to, nor is it bound by, any Restricted License. 5.3Litigation. Except as disclosed pursuant to Section 6.2(h), there are no actions or proceedings pending or, to the knowledge of Borrower's Responsible Officers, threatened in writing by or against Borrower or any Subsidiary in which an adverse decision could reasonably be expected to cause a Material Adverse Change. 5.

2Collateral. (a) Borrower and each Guarantor has good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no nor any Guarantor or any of their respective Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Deposit Collateral Accounts maintained with Bank or the Deposit Accounts other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewithherewith with respect of which Borrower, Guarantor or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, in each case, to the extent required by Section 6.6. The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate, (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or subject to a landlord agreement or bailee agreement as required pursuant to Section 6.14 or Section 7.2, as applicableexcess of Five Hundred Thousand Dollars ($500,000.00). None of the components of the Collateral shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as permitted pursuant to Section 7.2. 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects, in all material respects. (bd) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property which it owns or each respectively purports to own except for own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) non-exclusive licenses granted to prohibits or otherwise restricts Borrower or its customers Subsidiaries from granting a security interest in the ordinary course of businessBorrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (iii) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. No part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made to Borrower in writing that any part of the Intellectual Property material to Borrower’s business violates the rights of any third party (whether for infringement or otherwise) except to the extent such claim would not reasonably be expected to have a Material Adverse Effect. Except as noted on the Perfection Certificate, to Borrower’s knowledge Borrower is not a party to, nor is it bound by, any Restricted License).

2Collateral. (a) Borrower ▇▇▇▇▇▇▇▇ has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Deposit Collateral Accounts at or with any bank or financial institution other than the Deposit Accounts maintained with Bank or Bank’s Affiliates except for the Deposit Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewithherewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or subject to a landlord agreement or bailee agreement as required pursuant to Section 6.14 or Section 7.2, as applicableCertificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, in all material respects. (b) . Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (ia) non-exclusive non­exclusive licenses granted to its customers in the ordinary course of business, (iib) over-the-counter software or open source software that is commercially available to the public, and (iiic) material Intellectual Property licensed to Borrower and and, to the extent material to Borrower’s business, noted on the Perfection Certificate. No Each Patent which it owns or purports to own and which is material to ▇▇▇▇▇▇▇▇’s business is, to Borrower’s knowledge, valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower▇▇▇▇▇▇▇▇’s knowledge, no claim has been made to Borrower in writing that any part of the Intellectual Property material to Borrower’s business violates the rights of any third party (whether for infringement or otherwise) except to the extent such claim would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Borrower’s business. ​ Except as noted on the Perfection Certificate, to Borrower’s knowledge Borrower is not a party to, nor is it bound by, any Restricted License.

2Collateral. (a) Borrower has and each of its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Deposit Collateral Accounts maintained with Bank or the Deposit Accounts other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewithherewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein unless otherwise provided pursuant to Section 6.6. The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or subject to a landlord agreement or bailee agreement as required pursuant to Section 6.14 or Section 7.2, as applicableexcess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as permitted pursuant to Section 7.26.11. ​ ​​ (c) All Inventory is in all material respects of good and marketable quality, free from material defects, in all material respects. (bd) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property which it owns or each respectively purports to own except for own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) non-exclusive licenses granted to prohibits or otherwise restricts Borrower or its customers Subsidiaries from granting a security interest in the ordinary course of businessBorrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender with the next Compliance Certificate due to be delivered to Lenders pursuant to Section 6.2(b) of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than (y) over-the-counter software that is commercially available to the publicpublic and (z) non-exclusive licenses from contract manufacturers, clinical research organizations, clinical trial or research sites, and service providers, in each case, (iiiA) material Intellectual Property licensed to Borrower entered into in the ordinary course of business, (B) the principal purpose of which does not include the acquisition of licensing rights, but which contain such non-exclusive licenses merely ancillary to, and noted on for the Perfection Certificate. No part limited purpose of, facilitating the principal purposes of the Intellectual Property which agreement and (C) so long as Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made to Borrower in writing that any part complied with all other applicable terms of the Intellectual Property material to Borrower’s business violates the rights of any third party (whether for infringement or otherwise) except to the extent such claim would not reasonably be expected to have a Material Adverse Effect. Except as noted on the Perfection Certificate, to Borrower’s knowledge Borrower is not a party to, nor is it bound by, any Restricted LicenseLoan Documents applicable thereto).

2Collateral. (a) Borrower Each Loan Party has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Deposit Accounts other than . (b) Except for the Deposit Accounts maintained with Bank or the Deposit Collateral Accounts described in the Perfection Certificate or in a notice timely delivered pursuant to Bank in connection herewithSection 6.6, no Loan Party has any Collateral Accounts at or with any bank, broker or other financial institution, and each Loan Party has taken such actions as are necessary to give Collateral Trustee a perfected security interest therein as required pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is located only at the locations identified in the Perfection Certificate and other Permitted Locations. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or subject to a landlord agreement or bailee agreement as required disclosed in writing pursuant to Section 6.14 or Section 7.2, as applicable6.12. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is of good and marketable quality, free from defects, in all material respects.​ (bd) Borrower Each Loan Party is the sole owner of the Intellectual Property which it owns or purports to own that is material to its business except for (i) non-exclusive licenses granted to its customers in the ordinary course of businessconstituting “Permitted Transfers”, (ii) open-source software, (iii) over-the-counter software that is commercially available to the public, and (iiiiv) material Intellectual Property licensed to Borrower such Loan Party and noted on the Perfection Certificate. No part of the Certificate or as disclosed pursuant to Section 6.7(b), and (v) immaterial Intellectual Property licensed to such Loan Party. To the best of each Loan Party’s knowledge, each Patent (other than patent applications) which Borrower it owns or purports to own and which is material to Borrowersuch Loan Party’s business is valid and enforceable, and no part of the Intellectual Property which a Loan Party owns or purports to own and which is material to the Loan Parties’ business has been judged invalid or unenforceable, in whole or in part. To the best of Borrowereach Loan Party’s knowledge, no claim has been made to Borrower in writing that any part of the Intellectual Property material to Borrower’s business violates the rights of any third party (whether for infringement or otherwise) except to the extent such claim would could not reasonably be expected to have a Material Adverse Effect. Except as noted on the Perfection CertificateCertificate or as disclosed pursuant to Section 6.7(b), to Borrower’s knowledge Borrower no Loan Party is not a party to, nor is it bound by, any Restricted License. No Subsidiary which is not a Loan Party owns any material Intellectual Property. It will not be necessary to use any inventions of any of such Loan Party’s employees or consultants (or Persons it currently intends to hire) made prior to their employment by such Loan Party. Each current and prior employee, consultant or other Affiliate thereof has entered into an invention assignment agreement or similar agreement with such Loan Party with respect to all intellectual property rights he or she owns that are related to the Loan Parties’ business.

2Collateral. (a) Borrower The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. . (b) Borrower has no Deposit Collateral Accounts at or with any bank or financial institution other than the Deposit Accounts maintained with Bank or Bank’s Affiliates except for the Deposit Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewithherewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 5.7(a). The Accounts are bona fide, existing obligations of the Account Debtors. . (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or subject to a landlord agreement or bailee agreement as required permitted pursuant to Section 6.14 or Section 7.2, as applicable6.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All 6.2. (d) To the extent applicable, all Inventory is in all material respects of good and marketable quality, free from material defects, in all material respects. (be) Borrower is owns, or possesses the sole owner of right to use to the extent necessary in its business, all Intellectual Property which it owns or purports to own except for (i) non-exclusive Property, licenses granted to its customers and other intangible assets that are used in the ordinary course conduct of businessits business as now operated, (ii) over-the-counter software that is commercially available to the public, and (iii) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. No part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made to Borrower in writing that any part of the Intellectual Property material to Borrower’s business violates the rights of any third party (whether for infringement or otherwise) except to the extent that such claim failure to own or possess the right to use such asset would not reasonably be expected to have a Material Adverse Effect. material adverse effect on Borrower’s business or results of operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of any other Person to the extent that such conflict could reasonably be expected to have a material adverse effect on Borrower’s business or results of operations. (f) Except as noted on the Perfection CertificateCertificate or for which notice has been given to Bank pursuant to and in accordance with Section 5.8(b), to Borrower’s knowledge Borrower is not a party to, nor is it bound by, any Restricted License.

2Collateral. (a) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Deposit Collateral Accounts at or with any bank or financial institution other than the Deposit Accounts maintained with Bank or Bank’s Affiliates except for the Deposit Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewithherewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or subject to a landlord agreement or bailee agreement as required pursuant to Section 6.14 or Section 7.2, as applicableCertificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, in all material respects. (b) . Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (ia) non-exclusive licenses granted to its customers in the ordinary course of business, (iib) over-the-counter software or open source software that is commercially available to the public, and (iiic) material Intellectual Property licensed to Borrower and and, to the extent material to Borrower’s business, noted on the Perfection Certificate. No Each Patent which it owns or purports to own and which is material to ▇▇▇▇▇▇▇▇’s business is, to Borrower’s knowledge, valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower▇▇▇▇▇▇▇▇’s knowledge, no ​ claim has been made to Borrower in writing that any part of the Intellectual Property material to Borrower’s business violates the rights of any third party (whether for infringement or otherwise) except to the extent such claim would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, to Borrower’s knowledge Borrower is not a party to, nor is it bound by, any Restricted License.

2Collateral. (a) Borrower ▇▇▇▇▇▇▇▇ has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Deposit Collateral Accounts at or with any bank or financial institution other than the Deposit Accounts maintained with Bank or Bank’s Affiliates except for the Deposit Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewithherewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or subject to a landlord agreement or bailee agreement as required pursuant to Section 6.14 or Section 7.2, as applicableCertificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, in all material respects. (b) . Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (ia) non-exclusive licenses granted to its customers in the ordinary course of business, (iib) over-the-counter software that is commercially available to the public, and (iiic) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. No Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower▇▇▇▇▇▇▇▇’s knowledge, no claim has been made to Borrower in writing that any part of the Intellectual Property material to Borrower’s business violates the rights of any third party (whether for infringement or otherwise) except to the extent such claim would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, to Borrower’s knowledge Borrower is not a party to, nor is it bound by, any Restricted License.

2Collateral. (a) Borrower has and each other Loan Party have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Deposit Collateral Accounts maintained with Bank or the Deposit Accounts other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewithherewith (as may be updated from time to time in accordance with the terms hereof) with respect of which Borrower or such Loan Party has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein unless otherwise provided pursuant to Section 6.6. The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or subject to a landlord agreement or bailee agreement as required pursuant to Section 6.14 or Section 7.2, as applicableexcess of One Million Dollars ($1,000,000.00). None of the components of the Collateral shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as permitted pursuant to Section 7.2. 6.11. (c) All Inventory (other than raw materials, parts, supplies, packing and shipping materials and work in process) is in all material respects of good and marketable quality, free from material defects, in all material respects.. ​ (bd) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property which it owns or each respectively purports to solely own, and is the joint owner of the Intellectual Property each respectively purports to own except for jointly, in each case free and clear of all Liens other than Permitted Liens. From and after the IP Trigger Event occurs, (i) non-exclusive licenses granted each of Borrower’s and its Subsidiaries’ Patents that is material to its customers business is valid and enforceable and no part of Borrower’s or its Subsidiaries’ Intellectual Property that is material to its business has been judged invalid or unenforceable, in the ordinary course of businesswhole or in part, and (ii) to the Borrower’s knowledge, no claim has been made that any part of the Intellectual Property or any practice by Borrower or its Subsidiaries violates the rights of any third party except to the extent such claim could not reasonably be expected to have a Material Adverse Change. Except as noted on the Perfection Certificates (as may be updated from time to time in accordance with the terms hereof), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiary’s interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender with the next Compliance Certificate due to be delivered to Lenders pursuant to Section 6.2(b) of Borrower or any other Loan Party entering into or becoming bound by any license or agreement with respect to which Borrower or such Loan Party is the licensee (other than (y) over-the-counter software that is commercially available to the publicpublic and (z) non-exclusive licenses from or to contract manufacturers, clinical research organizations, clinical trial or research sites, and service providers and other entities, in each case, (iiiA) material Intellectual Property licensed to Borrower entered into in the ordinary course of business, (B) the principal purpose of which does not include the acquisition of licensing rights, but which contain such non-exclusive licenses merely ancillary to, and noted on for the Perfection Certificate. No part limited purpose of, facilitating the principal purposes of the Intellectual Property which agreement and (C) so long as Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made to Borrower in writing that any part complied with all other applicable terms of the Intellectual Property material to Borrower’s business violates the rights of any third party (whether for infringement or otherwise) except to the extent such claim would not reasonably be expected to have a Material Adverse Effect. Except as noted on the Perfection Certificate, to Borrower’s knowledge Borrower is not a party to, nor is it bound by, any Restricted LicenseLoan Documents applicable thereto).

2Collateral. (a) Borrower The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. . (b) Borrower has no Deposit Collateral Accounts at or with any bank or financial institution other than the Deposit Accounts maintained with Bank or Bank’s Affiliates except for the Deposit Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewithherewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. . (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or subject to a landlord agreement or bailee agreement as required permitted pursuant to Section 6.14 or Section 7.2, as applicable6.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. 6.2. (d) All Inventory is in all material respects of good and marketable quality, free from material defects, in all material respects. (be) Borrower is owns, or possesses the sole owner of right to use to the extent necessary in its business, all Intellectual Property which it owns or purports to own except for (i) non-exclusive Property, licenses granted to its customers and other intangible assets that are used in the ordinary course conduct of businessits business as now operated, (ii) over-the-counter software that is commercially available to the public, and (iii) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. No part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made to Borrower in writing that any part of the Intellectual Property material to Borrower’s business violates the rights of any third party (whether for infringement or otherwise) except to the extent that such claim failure to own or possess the right to use such asset would not reasonably be expected to have a Material Adverse Effect. material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of ​ ​ Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of any other Person to the extent that such conflict could reasonably be expected to have a material adverse effect on Borrower’s business or operations. (f) Except as noted on the Perfection CertificateCertificate or for which notice has been given to Bank pursuant to and in accordance with Section 5.11(b), to Borrower’s knowledge Borrower is not a party to, nor is it bound by, any Restricted License.

2Collateral. (a) Borrower The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. . (b) Borrower has no Deposit Collateral Accounts at or with any bank or financial institution other than the Deposit Accounts maintained with Bank or Bank’s Affiliates except for the Deposit Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewithherewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section . The Accounts are bona fide, existing obligations of the Account Debtors. . (c) The Collateral (other than active pharmaceutical ingredients and clinical drug supply which are not available for commercial sale and have no commercial value) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or subject to a landlord agreement or bailee agreement as required permitted pursuant to Section 6.14 or Section 7.2, as applicable. None of the components of the Collateral (other than mobile equipment in the possession of Borrower’s employees or agents in the ordinary course of business) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. . (d) All Inventory (other than active pharmaceutical ingredients and clinical drug supply which are not available for commercial sale and have no commercial value) is in all material respects of good and marketable quality, free from material defects, in all material respects. (be) Borrower is owns, or possesses the sole owner of right to use to the extent necessary in its business, all Intellectual Property which it owns or purports to own except for (i) non-exclusive Property, licenses granted to its customers and other intangible assets that are used in the ordinary course conduct of businessits business as now operated, (ii) over-the-counter software that is commercially available to the public, and (iii) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. No part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made to Borrower in writing that any part of the Intellectual Property material to Borrower’s business violates the rights of any third party (whether for infringement or otherwise) except to the extent that such claim failure to own or possess the right to use such asset would not reasonably be expected to have a Material Adverse Effect. material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of any other Person to the extent that such conflict could reasonably be expected to have a material adverse effect on Borrower’s business or operations. (f) Except as noted on the Perfection CertificateCertificate or for which notice has been given to Bank pursuant to and in accordance with Section 5.8(b), to Borrower’s knowledge Borrower is not a party to, nor is it bound by, any Restricted License.

2Collateral. (a) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder this Agreement and other Loan Documents, free and clear of any and all Liens except Permitted Liens. Borrower has no Deposit Collateral Accounts other than except for the Deposit Accounts maintained with Bank or the Deposit Collateral Accounts described in the Perfection Certificate delivered to Bank Agent in connection herewithherewith and which Borrower has given Agent notice and taken such actions as are necessary to give Agent a perfected security interest therein, to the extent required by and pursuant to the terms of Section 6.8(c). The To Borrower’s knowledge, the Accounts are bona fide, existing obligations of the Account Debtors. The Other than Collateral with a value of no more than Two Hundred Fifty Thousand Dollars ($250,000), the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or subject as notified to a landlord agreement or bailee agreement Agent by Borrower in ​ ​ writing from time to time as required pursuant to Section 6.14 or by Section 7.2, as applicable. None of the components of the Collateral with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000) (other than mobile equipment in the possession of Borrower’s employees) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, in all material respects. (b) . Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (ia) non-exclusive licenses and sublicenses permitted to be granted by Borrower pursuant to its customers in the ordinary course of businessthis Agreement, (iib) over-the-counter software that is commercially available to the public, and (iiic) material Intellectual Property licensed or sublicensed to Borrower and noted on the Perfection CertificateCertificate or otherwise disclosed to Agent. No Each Patent, Copyright and Trademark which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made in writing to Borrower in writing alleging that any part of the Intellectual Property with any material to Borrower’s business value, violates the rights of any third party (whether for infringement or otherwise) except to the extent such claim would not reasonably be expected to have a Material Adverse Effect. Except as noted material adverse effect on the Perfection Certificate, to Borrower’s knowledge Borrower is not a party to, nor is it bound by, any Restricted Licensebusiness.

2Collateral. (a) Borrower has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Deposit Collateral Accounts maintained with Bank or the Deposit Accounts other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewithherewith in respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required under this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. . (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that, under applicable law, have priority over Collateral Agent’s Lien. (c) On the Fourth Amendment Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee, and (ii) no such third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or subject to a landlord agreement or bailee agreement as required pursuant to Section 6.14 or Section 7.2, as applicable. None of the possesses components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. excess of One Hundred Thousand Dollars ($100,000.00). (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, in all material respects. (be) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property which it owns or each respectively purports to own except for (i) non-exclusive licenses granted to its customers in the ordinary course own, free and clear of business, (ii) over-the-counter software that is commercially available to the public, and (iii) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. No part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made to Borrower in writing that any part of the Intellectual Property material to Borrower’s business violates the rights of any third party (whether for infringement or otherwise) except to the extent such claim would not reasonably be expected to have a Material Adverse Effectall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificate (which, upon the consummation of a transaction not prohibited by this Agreement, may be updated to Borrower’s knowledge reflect such transaction), neither Borrower nor any of its Subsidiaries is not a party to, nor is it bound by, any Restricted Material Agreement. (f) None of Borrower or any of its Subsidiaries has used any software or other materials that are subject to an open-source or similar license (including the General Public License., Lesser General Public License, Mozilla Public License, or Affero License) (collectively, “Open Source Licenses”) in a manner that would cause any software or other materials owned by any Borrower or used in any Borrower products to have to be (i) distributed to third parties at no charge or a minimal charge, (ii) licensed to third parties for the purpose of creating modifications or derivative works, or (iii) subject to the terms of such Open Source License. US-DOCS\149068676.3