Common use of By Licensor Clause in Contracts

By Licensor. The Licensor hereby represents, warrants and covenants to the Licensee that: (a) except as may otherwise be expressly notified to the Licensee in writing, the Licensor has and for the duration of this Agreement, will continue to have full right and title to the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technology, except to the extent co-owned with Licensee; (b) the Licensor has the right to grant the license and sublicense rights under this Agreement to the Licensee and the Licensee's sublicensees; (c) the Licensor is entitled to make all patent applications which it has made, and the Licensor has not made knowing use of any intellectual property or other rights of any third party in the making of the patent applications; (d) all Patent Applications filed by the Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Agreement, has not granted to any Third Party any license or other interest in the Licensed Technology; (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-How, or (ii) by making, using or selling Products; and (c) is not aware of any infringement or misappropriation by a Third Party of the Licensed Technology.

By Licensor. The Licensor hereby represents, represents and warrants and covenants to the Licensee that: (a) except as may otherwise be expressly notified 4.2.1 Licensor is the sole and exclusive owner of the entire right, title, and interest in and to the Licensee in writing, the Licensor has Licensed IP and for the duration of this Agreement, will continue to have full right and title to the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technology, except to the extent co-owned with Licensee; (b) the Licensor has the right to grant the licenses granted herein; 4.2.2 except for the license to Licensee, the Licensed IP is not subject to any encumbrance, lien, license rights (including any covenant not to sue in respect thereto) or claim of ownership by any Third Party that would interfere with the rights granted under this Agreement; 4.2.3 during the Term, Licensor shall not knowingly and sublicense intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee and the Licensee's sublicenseesunder this Agreement; (c) 4.2.4 to Licensor’s knowledge, the Licensor is entitled to make all patent applications which it has madeLicensed Patent Rights are being diligently prosecuted in accordance with applicable law, and the Licensor Licensed Patent Rights have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment prior to the Effective Date of this Agreement; 4.2.5 the conception, development, and reduction to practice of the Licensed IP existing as of the Effective Date has not made knowing use constituted or involved the misappropriation of any intellectual property trade secrets or other rights of any third party in the making of the patent applications; (d) all Patent Applications filed by the Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Agreement, has not granted to any Third Party any license or other interest in the Licensed Technology; (b) is not aware property of any Third Party patentand the Licensed Products and the Licensed IP do not infringe, patent application misappropriate or other otherwise violate, the intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-How, or (ii) by making, using or selling Products; and (c) is not aware of any infringement Third Party; 4.2.6 each Person who has or misappropriation by a Third Party of has had any rights in or to any Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to Licensor, and Licensor licensed such rights to Licensee, pursuant to this Agreement; 4.2.7 the Licensed TechnologyIP represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the Licensed Products; 4.2.8 the Licensed IP is sufficient to enable the manufacture of Licensed Products by or on behalf of Licensee; and 4.2.9 the Licensed IP, as far as Licensor is aware or should be aware, are not presently subject to any infringement and have not been subject to any infringement by any Third Party.

By Licensor. The Licensor hereby representsshall defend, warrants indemnify and covenants hold harmless the Licensee and the representatives of Licensee from and against any and all Losses asserted against, incurred, sustained or suffered by Licensee and/or the Representatives of Licensee as a result of, arising out of or relating to a claim that the Crowdfunding Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party existing as of the License Effective Date (each an “Infringement Claim”); provided, however that Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising one (1) year after the License Effective Date or to the extent arising from (i) a Licensee that: (a) except as may otherwise be expressly notified Improvement or any modifications to the Crowdfunding Platform or any Licensor Intellectual Property made by or on behalf of Licensee in writing, the Licensor has and for the duration or at Licensee’s request; (ii) Licensee’s breach of this Agreement, will continue to have full right and title to the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technology, except but only to the extent cothe third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; (iii) Licensee’s or its Affiliates’ or sublicensees’ use of the Crowdfunding Platform or any Licensor Intellectual Property in a manner not reasonably contemplated by Licensor, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-owned contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Crowdfunding Platform or any Licensor Intellectual Property Licensee in connection with Licensee; an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (bv) the combination of the Crowdfunding Platform and Licensor has Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Crowdfunding Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to grant continue using the license and sublicense rights under this Agreement to the Licensee and the Licensee's sublicensees; (c) the Licensor is entitled to make all patent applications which it has made, and the Licensor has not made knowing use of any intellectual property or other rights of any third party in the making impacted portions of the patent applications; (d) all Patent Applications filed by the Crowdfunding Platform or Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Agreement, has not granted to any Third Party any license or other interest in the Licensed Technology; (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-HowIntellectual Property, or (iiy) by making, using replace or selling Products; and (c) is not aware of any infringement or misappropriation by a Third Party modify the impacted portions of the Licensed TechnologyCrowdfunding Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Crowdfunding Platform or the Licensor Intellectual Property.

By Licensor. The Licensor hereby representsshall defend, warrants indemnify and covenants hold harmless the Licensee and the Representatives of Licensee from and against any and all Losses asserted against, incurred, sustained or suffered by Licensee and/or the Representatives of Licensee as a result of, arising out of or relating to a claim that the Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party existing as of the License Effective Date (each a “Infringement Claim”’); provided, however that Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising twenty four (24) months after the License Effective Date or to the extent arising from (i) a Licensee that: (a) except as may otherwise be expressly notified Improvement or any modifications to the Platform or any Licensor Intellectual Property made by or on behalf of Licensee in writing, the Licensor has and for the duration or at Licensee’s request; (ii) Licensee’s breach of this Agreement, will continue to have full right and title to the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technology, except but only to the extent cothe third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; (iii) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property in a manner not reasonably contemplated by Licensor, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-owned with contemplated use; (iv) Licensee; ’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use; (bv) the combination of the Platform and Licensor has Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to grant continue using the license impacted portions of the Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Platform or Licensor Intellectual Property so that it becomes non- infringing without substantially compromising functions, features, or performance of the Platform or the Licensor Intellectual Property. Licensor shall indemnify, save and sublicense rights under this Agreement to the hold harmless Licensee and the Licensee's sublicensees; their respective representatives, from and against any and all costs, losses (c) the Licensor is entitled to make all patent applications which it has madeincluding without limitation diminution in value), taxes, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and the Licensor has expenses (whether or not made knowing use arising out of third-party claims), reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any intellectual property of the foregoing (herein, “Damages”), incurred in connection with, arising out of, resulting from or other rights incident to (1) any breach of any third party in representation or warranty or the making inaccuracy of the patent applications; (d) all Patent Applications filed any representation made by the Licensor at the date in or pursuant to this Agreement, (2) any breach of this Agreement have to the best knowledge of the Licensor been any covenant or agreement made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be in or pursuant to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Agreement, has not granted to any Third Party any license or other interest in the Licensed Technology; (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-How, or (ii3) by making, using or selling Products; and (c) is not aware of any infringement or misappropriation by a Third Party operation of the Licensed TechnologyPlatform.

By Licensor. The During the Term, Licensor hereby representsshall indemnify and hold Licensee harmless from and against any fine, warrants penalty, loss, liability and covenants expense (including reasonable attorneys' fees and court costs) incurred by Licensee as a result of any claim, demand or action ("Infringement Claim") against Licensee based on, related to or arising out of any claim that any Licensed Technology infringes or misappropriates any patent or other intellectual property right of a third party; provided, however, that Licensor shall have no liability pursuant to this Section 11.1 or otherwise for any Infringement Claim to the Licensee that: extent such Infringement Claim is proximately caused by (a) except as may otherwise be expressly notified to the Licensee in writing, the Licensor has and for the duration misuse or unapproved modification of this Agreement, will continue to have full right and title to the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed TechnologyTechnology by Licensee, except to the extent co-owned with Licensee; (b) the Licensor has the right failure by Licensee to grant the license and sublicense rights under this Agreement to the Licensee and the Licensee's sublicensees; use corrections updates, fixes, work-arounds or new releases provided by Licensor, (c) the modification or Improvement or Enhancement of any of the Licensed Technology by any person other than Licensor, or someone specifically approved by Licensor, (d) the use of the Licensed Technology in combination with software programs, data, hardware or equipment not provided or approved by Licensor, or (e) any modification, Improvement or Enhancement requested by Licensee in order to meet the Functional Requirements set forth on Exhibit C or otherwise or any Licensed Technology relating to FOURS. In the event of an Infringement Claim for which Licensor is entitled responsible, or if in Licensor's reasonable judgment an Infringement Claim for which Licensor is responsible is likely to make all patent applications which it has be made, Licensor may, at its option and the Licensor has not made knowing expense, or if a nonappealable final judgment against Licensee with respect to an Infringement Claim is entered, or in connection with an Infringement Claim, a temporary restraining order or injunction is issued against Licensee's use of any intellectual property or other rights of any third party in the making of the patent applications; (d) all Patent Applications filed by the Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Agreementshall, has not granted to any Third Party any license or other interest in the Licensed Technology; (b) is not aware of any Third Party patentat its expense, patent application or other intellectual property rights that would be infringed either (i) by practicing any process or method or by making, procure the right for Licensee to continue using or selling any composition which is claimed or disclosed the Licensed Technology in the Patents or which constitutes Information and Know-How, accordance with this Agreement or (ii) by making, using replace or selling Products; modify the Licensed Technology in a functionally equivalent manner so that such Licensed Technology becomes noninfringing. In the event that the above remedies are not available within ninety (90) days of the date any judgment described in the foregoing sentence becomes final and (c) is not aware nonappealable or of the date of the issuance of any infringement temporary restraining order or misappropriation by a Third Party injunction described in the foregoing sentence, Licensee shall have the option to terminate this Agreement upon thirty (30) days' notice to Licensor without waiver of any additional remedies available at law or in equity in respect of any breach of Licensor's representations and warranties in Section 8 of this Agreement and without any obligation to make additional payments to Licensor hereunder provided that Licensee shall thereupon cease use of any of the Licensed Technologylicensed Technology in accordance with Section 7.

By Licensor. The Licensor hereby represents, represents and warrants and covenants to the Licensee that: (a) except as may otherwise be expressly notified 4.2.1 Licensor is the sole and exclusive owner of the entire right, title, and interest in and to the Licensee in writing, the Licensor has Licensed IP and for the duration of this Agreement, will continue to have full right and title to the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technology, except to the extent co-owned with Licensee; (b) the Licensor has the right to grant the licenses granted herein; 4.2.2 except for the license to Licensee, the Licensed IP is not subject to any encumbrance, lien, license rights (including any covenant not to sue in respect thereto) or claim of ownership by any Third Party that would interfere with the rights granted under this Agreement; 4.2.3 during the Term, Licensor shall not knowingly and sublicense intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee and the Licensee's sublicenseesunder this Agreement; (c) 4.2.4 to Licensor’s knowledge, the Licensor is entitled to make all Licensed Patent Rights are being diligently prosecuted in the respective patent applications which it has madeoffices in the Territory in accordance with applicable law, and the Licensor Licensed Patent Rights have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment prior to the Effective Date of this Agreement; 4.2.5 the conception, development, and reduction to practice of the Licensed IP existing as of the Effective Date has not made knowing use constituted or involved the misappropriation of any intellectual property trade secrets or other rights of any third party in the making of the patent applications; (d) all Patent Applications filed by the Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Agreement, has not granted to any Third Party any license or other interest in the Licensed Technology; (b) is not aware property of any Third Party patentand the Licensed Products and the Licensed IP do not infringe, patent application misappropriate or other otherwise violate, the intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-How, or (ii) by making, using or selling Products; and (c) is not aware of any infringement Third Party; 4.2.6 each Person who has or misappropriation by a Third Party of has had any rights in or to any Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to Licensor, and Licensor licensed such rights to Licensee, pursuant to this Agreement; 4.2.7 the Licensed TechnologyIP represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the Licensed Products; 4.2.8 the Licensed IP is sufficient to enable the manufacture of Licensed Products by or on behalf of Licensee; and 4.2.9 the Licensed IP, as far as Licensor is aware or should be aware, are not presently subject to any infringement and have not been subject to any infringement by any Third Party.

By Licensor. The Licensor hereby representsshall defend, warrants indemnify and covenants hold harmless the Licensee and the Representatives of Licensee from and against any and all Losses asserted against, incurred, sustained or suffered by Licensee and/or the Representatives of Licensee as a result of, arising out of or relating to a claim that the Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party existing as of the License Effective Date (each a “Infringement Claim”); provided, however that Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising twenty four (24) months after the License Effective Date or to the extent arising from (i) a Licensee that: (a) except as may otherwise be expressly notified Improvement or any modifications to the Platform or any Licensor Intellectual Property made by or on behalf of Licensee in writing, the Licensor has and for the duration or at Licensee’s request; (ii) Licensee’s breach of this Agreement, will continue to have full right and title to the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technology, except but only to the extent cothe third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; (iii) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property in a manner not reasonably contemplated by Licensor, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-owned contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property Licensee in connection with Licensee; an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (bv) the combination of the Platform and Licensor has Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to grant continue using the license and sublicense rights under this Agreement to impacted portions of the Licensee and Platform or Licensor Intellectual Property, or (y) replace or modify the Licensee's sublicensees; (c) impacted portions of the Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Platform or the Licensor Intellectual Property. This Section 4.1 is entitled to make all patent applications which it has made, Licensor’s sole and exclusive remedy for any claim that the Platform or any Licensor has not made knowing use of any intellectual property Intellectual Property infringes or other rights misappropriates the Intellectual Property of any third party in and Licensor may not exercise any indemnity or similar monetary remedy under the making of the patent applications; (d) all Patent Applications filed by the Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Purchase Agreement, has not granted to any Third Party any license or other interest in the Licensed Technology; (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-How, or (ii) by making, using or selling Products; and (c) is not aware of any infringement or misappropriation by a Third Party of the Licensed Technology.

By Licensor. The Licensor hereby represents, warrants and covenants to the Licensee that: that (a) except as may otherwise be expressly notified it has the right and authority to enter into this Agreement and perform its obligations hereunder and this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the Licensee effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws from time to time in writingeffect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (b) it owns all right, title and interest in and to the Licensor Patents and Know-How and has and for the duration of this Agreement, will continue to have full right and title authority to grant the Patentslicenses set forth in Section 2 (Grant of License), (c) there are no outstanding agreements, assignments or encumbrances inconsistent with the Patent Applications, the Inventions, the Information, the Know-How, the Improvements provisions of said licenses and the Licensed Technology, except to the extent co-owned with Licensee; (b) the Licensor has the right to grant the license and sublicense rights under this Agreement to licenses set forth in Section 2 without seeking the Licensee and the Licensee's sublicensees; (c) the Licensor is entitled to make all patent applications which it has made, and the Licensor has not made knowing use of any intellectual property approval or other rights consent of any third party in the making of the patent applications; party, (d) all Patent Applications filed none of the Patents have been invalidated either wholly or partly by a court of law within the United States or abroad or by the Licensor at the date United States Patent and Trademark Office or any of this Agreement have its foreign equivalents and there are no proceedings to the best knowledge do so as of the Licensor been made in the prescribed form and in the prescribed manner; Effective Date, (e) the Patentsto Licensor’s best knowledge, the Patent ApplicationsPatents are valid and enforceable as of the Effective Date, (f) to Licensor’s best knowledge, neither the Inventions, the Information, Patents nor the Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party, and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the sole owner or exclusive licensee of the Licensed TechnologyPatents and/or Know-How and, and except as Licensor has expressly informed Licensee in writing prior to the date knowledge of this AgreementLicensor, has not granted to no third party is infringing or misappropriating any Third Party any license or other interest in the Licensed Technology; (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-How, or (ii) by making, using or selling Products; and (c) is not aware of any infringement or misappropriation by a Third Party of the Licensed Technologysuch rights.

By Licensor. The Licensor hereby represents, represents warrants and covenants to the Licensee that, as of the Effective Date: (a) except as may otherwise be expressly notified to Licensor is a corporation duly organized and validly existing under the Licensee in writing, laws of the Licensor has and for the duration State of this Agreement, will continue to have full right and title to the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technology, except to the extent co-owned with Licensee;Nevada. (b) Licensor has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly authorized, executed and delivered by Licensor and is a legal, valid and binding obligation of Licensor, enforceable against it in accordance with its terms. (c) Licensor is the Licensor owner of all right, title and interest in the Licensed Patents, Licensed Technology and Trademarks and has the right to grant the license and sublicense rights under licenses granted to Licensee as set forth in this Agreement to the Licensee and the Licensee's sublicensees; (c) the Licensor is entitled to make all patent applications which it has made, and the Licensor has not made knowing use of any intellectual property or other rights of any third party in the making of the patent applications;Agreement. (d) all Patent Applications filed by There are no outstanding licenses, options or agreements of any kind relating to the Licensor at Licensed Patents, Licensed Technology or Trademarks other than pursuant to this Agreement. (e) None of the date Licensed Patents, License Technology or Trademarks is the subject of this Agreement have any judicial, administrative or other proceedings in any jurisdiction concerning or potentially affecting its validity, enforceability, or Licensor's rights of ownership thereof or right to grant licenses thereunder. (f) To the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the PatentsLicensor, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name practice of the Licensor Licensed Patents or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best use of the knowledge and belief Licensed Technology or the Trademarks by Licensee as contemplated herein will not infringe the IPR of the Licensor true, accurate, reliable and up-to-date; andany third party. (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed TechnologyThe execution, delivery and except as Licensor has expressly informed Licensee in writing prior to the date performance of this AgreementAgreement by Licensor do not and will not violate or constitute a default under any other agreement or any order, has judgment, decree or like restriction, statute or regulation by which it or any of its assets and properties may be bound. (h) The execution, delivery and performance of this Agreement by Licensor do not granted to and will not require any Third Party any license consent, approval or other interest in the Licensed Technology; (b) is not aware authorization of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-How, or (ii) by making, using or selling Products; and (c) is not aware of any infringement or misappropriation by a Third Party of the Licensed Technologythird party.

By Licensor. The Licensor hereby represents, represents and warrants and covenants to the Licensee that: (ai) except as may it has the full right, power, and authority to enter into and fully perform its obligations under this Agreement and grant the rights granted by Licensor hereunder; (ii) it has not and will not undertake any act or omission, and has not and will not enter into any agreement, which would violate or conflict with any of the rights granted to Licensee or Licensee’s exercise thereof, or prohibit or otherwise be expressly notified interfere with the performance of Licensor’s obligations, under this Agreement; (iii) it owns and/or controls all rights, licenses, consents and permissions in and to the Licensed Content, including the Licensed Programs, Licensor Promotional Materials, Licensor Marks, metadata, and any and all other materials provided or otherwise made available by or on behalf of Licensor to Licensee in writinghereunder (collectively, the “Delivery Materials”) to the extent necessary to grant the rights, licenses and privileges granted to Licensee herein, and the Delivery Materials and the exercise of the rights granted to Licensee hereunder do not and will not violate or infringe upon the intellectual property, proprietary or moral rights of any person, firm or entity, or otherwise give rise to any adverse claim with respect to any common law or other right of any person, firm or entity; (iv) Licensor has obtained and for the duration of this Agreement, will continue to have full right obtain and title maintain throughout the Term all rights, licenses, releases, and clearances with respect to the PatentsDelivery Materials required for the exercise of the rights granted to Licensee hereunder, and except as set forth herein, (A) there are not and will not be payments of any kind required to be made by Licensee as a result of any exercise of the Patent Applicationsrights granted to Licensee herein, the Inventionsand (B) Licensor shall be responsible for all material obligations and has paid or will pay all license fees, the Informationguild residuals, the Know-Howlaboratory charges, the Improvements wages, reuse fees, and other payments to any third parties necessary in connection with the Licensed TechnologyContent or Licensee’s exploitation of any of the rights granted to Licensee herein, except excluding any music performance fees for which Licensee is responsible pursuant to the extent co-owned with LicenseeSection 8(a)(v) below; (bv) the Licensor has the right to grant the license and sublicense rights under this Agreement to the Licensee and the Licensee's sublicensees; (c) the Licensor is entitled to make all patent applications which it has made, and the Licensor has not made knowing use of any intellectual property or other performing rights of any third party all musical compositions contained in the making of Delivery Materials are (A) controlled by ASCAP, BMI, SESAC or GMR and available for license by Licensee from the patent applications; publisher(s) controlling such rights, (dB) all Patent Applications filed by the Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered licensed to Licensor so no additional licenses or payments are payable with respect to the exploitation hereunder, or (C) in the name public domain worldwide; subject to the foregoing, Licensee will be responsible for any music performance fees arising out of its exploitation of the Licensor or to which musical compositions in the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-dateLicensed Content hereunder; and (gvi) Licensor the Delivery Materials will not (aA) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Agreement, has not granted to contain any Third Party any license cookies or other interest in tracking technologies or otherwise provide for any method of data collection from Licensee, the Licensed Technology; (b) is not aware of any Third Party patent, patent application Service or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-Howusers thereof, or (iiB) by makinginclude or introduce into Licensee’s systems any virus, using worm, “back door,” “Trojan Horse,” drop dead device, time bomb, spyware, adware or selling Products; and (c) other malicious, harmful, destructive or disruptive code, component or device, including any code, component or device that may cause a security incident or damages to systems, or is not aware capable of facilitating any infringement or misappropriation by a Third Party of the Licensed Technologyforegoing.

By Licensor. The Licensor hereby represents, warrants and covenants to the Licensee that: (a) except as may otherwise be expressly notified to the Licensee in writing, the Licensor has and for the duration of this Agreement, will continue to have full right and title to the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technology, except to the extent co-owned with Licensee; (b) the Licensor has the right to grant the license and sublicense rights under this Agreement to the Licensee and the Licensee's sublicensees; (c) the Licensor is entitled to make all patent applications which it has made, and the Licensor has not made knowing use of any intellectual property or other rights of any third party in the making of the patent applications; (d) all Patent Applications filed by the Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on *** Confidential material redacted and separately filed with the Commission. or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Agreement, has not granted to any Third Party any license or other interest in the Licensed Technology; (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-How, or (ii) by making, using or selling Products; and (c) is not aware of any infringement or misappropriation by a Third Party of the Licensed Technology.

By Licensor. The Licensor hereby represents, warrants and covenants to the Licensee that: that (a) except as may otherwise be expressly notified it has the right and authority to enter into this Agreement and perform its obligations hereunder and this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the Licensee effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws from time to time in writingeffect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (b) it owns all right, title and interest in and to the Licensor Patents and Know-How and has and for the duration of this Agreement, will continue to have full right and title authority to grant the Patentslicenses set forth in Section 2 (Grant of License), (d) there are no outstanding agreements, assignments or encumbrances inconsistent with the Patent Applications, the Inventions, the Information, the Know-How, the Improvements provisions of said licenses and the Licensed Technology, except to the extent co-owned with Licensee; (b) the Licensor has the right to grant the license and sublicense rights under this Agreement to licenses set forth in Section 2 without seeking the Licensee and the Licensee's sublicensees; (c) the Licensor is entitled to make all patent applications which it has made, and the Licensor has not made knowing use approval or consent of any third party, (e) none of the Patents have been invalidated either wholly or partly by a court of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and there are no proceedings to do so as of the Effective Date, (f) to Licensor's best knowledge, the Patents are valid and enforceable as of the Effective Date, (g) to Licensor's best knowledge, neither the Patents nor the Know-How infringe or misappropriate any patent, trade secret or other intellectual property or other rights right of any third party in and (h) Licensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the making of the patent applications; (d) all Patent Applications filed by the Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Patents and/or Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating and, to the Field and possessedknowledge of Licensor, invented, developed no third party is infringing or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Agreement, has not granted to misappropriating any Third Party any license or other interest in the Licensed Technology; (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-How, or (ii) by making, using or selling Products; and (c) is not aware of any infringement or misappropriation by a Third Party of the Licensed Technologysuch rights.

By Licensor. The Licensor hereby represents, represents and warrants and covenants to the Licensee thatDistributor as follows: (ai) except All information provided by Licensor to Distributor to induce Distributor to enter into this Agreement was true and complete in all material respects on and as may otherwise be expressly notified to of the Licensee date such information was provided and is true and complete in writingall material respects on and as of the Effective Date. (ii) Licensor is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Georgia. Licensor has the power and for the duration of authority and all governmental licenses, authorizations, consents and approvals to perform its obligations under this Agreement. Licensor is duly qualified as a foreign limited liability company and in good standing under the laws of each jurisdiction where its ownership, will continue to have full right and title to lease or operation of property or the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technologyconduct of its business requires such qualification, except to the extent co-owned with Licensee;that the failure to be so qualified would not adversely affect Licensor’s ability to carry out its obligations under or consummate the transactions contemplated by this Agreement. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (iii) The execution, delivery and performance by Licensor of this Agreement (a) has been duly authorized by all necessary corporate action and (b) does not and will not violate any requirement of applicable law, contravene the terms of its Articles of Organization or Operating Agreement, or conflict with or result in a breach of any contractual obligation to which Licensor is party or any order, injunction, writ or decree of any governmental authority to which Licensor or its property is subject. (iv) This Agreement constitutes the legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms. (v) Licensor has the right and power to grant to Distributor the license rights and sublicense rights licenses granted under Section 2 of this Agreement. (vi) To the best of Licensor’s actual knowledge as of the Effective Date, Distributor’s use of the Marks in connection with the distribution of Products within the United States in accordance with the terms of this Agreement to does not infringe upon the Licensee and the Licensee's sublicensees; (c) the Licensor is entitled to make all patent applications which it has made, and the Licensor has not made knowing use of any intellectual property or other rights of any third party in the making of the patent applications; (d) all Patent Applications filed by the Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Agreement, has not granted to any Third Party any license or other interest in the Licensed Technology; (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-How, or (ii) by making, using or selling Products; and (c) is not aware of any infringement or misappropriation by a Third Party of the Licensed Technologyparty.

By Licensor. The Licensor hereby represents, warrants and covenants to the Licensee that: (a) Licensor warrants that (i) other than the patents listed on Exhibit A, neither the Product as currently proposed to be manufactured by Licensor nor the process for manufacturing the Product starting with fractionated plasma infringe any patent owned by Licensor in the Territory except as may otherwise be expressly notified for patents with respect to the Licensee process of manufacturing Feiba (which is expressly not licensed hereunder) and thrombin (which is expressly not licensed hereunder, but is covered in writing, the Licensor Supply Agreement); (ii) it is the owner of the Patent Rights and Technical Information; (iii) it has the right to license said Patent Rights and for Technical Information in the duration of Territory in the manner set forth in this Agreement; (iv) it has not received and does not reasonably expect to receive any notice of litigation from any third party that the Product, will continue as currently proposed to have full right be made by Licensor, incorporates know-how or trade secrets wrongfully obtained directly or indirectly from said third party; and title to the Patents, (v) it has not received any notice from any third party that the Patent Applications, Rights in the Inventions, the Information, the KnowTerritory incorporate know-How, the Improvements and the Licensed Technology, except to the extent co-owned with Licensee;how or trade secrets wrongfully obtained directly or indirectly from said third party. (b) Licensor warrants that it does not have actual knowledge of any patents of third parties which would be infringed in the Licensor has Territory by the right manufacture, use or sale of the Product, as currently proposed to grant the license and sublicense rights under this Agreement to the Licensee and the Licensee's sublicensees;be made by Licensor. (c) the Licensor is entitled to make all patent applications which warrants that it has made, and the Licensor has not made knowing use of assigned or conveyed any intellectual property or other rights of any third party interest in the making of Patent Rights or Technical Information which is inconsistent with the patent applications;rights granted hereunder. (d) all Patent Applications filed by the Licensor at the date of has full legal right, power and authority to execute, deliver and perform its obligations under this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner;Agreement. (e) the PatentsThe execution, the Patent Applicationsdelivery and performance by Licensor of this Agreement do not contravene or constitute a default under any provision of applicable law or any agreement, the Inventionsjudgment, the Informationinjunction, the Know-How and the Improvements include order, decree or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the other instrument binding upon Licensor;. (f) all InventionsThis Agreement constitutes a valid and binding agreement of Licensor, Information, Know-How and Improvements supplied to the Licensee by the enforceable against Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and in accordance with its terms except as Licensor has expressly informed Licensee in writing prior to the date of this Agreement, has not granted to any Third Party any license or other interest in the Licensed Technology; (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would such enforceability may be infringed (i) limited by practicing any process bankruptcy, insolvency, reorganization, moratorium or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information similar laws of affecting creditors' rights generally and Know-How, or (ii) by making, using subject to general principles of equity (regardless of whether such enforceability is considered in a preceding in equity or selling Products; and (c) is not aware of any infringement or misappropriation by a Third Party of the Licensed Technologyat law).

By Licensor. The Licensor hereby representsshall indemnify, warrants defend, and covenants to the hold harmless Licensee that: and its Affiliates, and each of Licensee’s and its Affiliates’ respective officers, directors, employees, and agents (aeach, a “Licensee Indemnified Party”) except as may otherwise be expressly notified to the Licensee in writingagainst all losses, the Licensor has damages, liabilities and for the duration costs (including reasonable attorneys’ fees) (“Losses”) resulting from any third-party claim, suit, action, or other proceeding (“Third-Party Claim”) arising out of this AgreementLicensor’s breach of any representation, will continue to have full right and title to the Patentswarranty, the Patent Applicationscovenant, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technology, except to the extent co-owned with Licensee; (b) the Licensor has the right to grant the license and sublicense rights or obligation under this Agreement to or alleging that the Licensee and the Licensee's sublicensees; (c) the Licensor is entitled to make all patent applications which it has made, and the Licensor has not made knowing use of any intellectual property or other rights of any third party in the making of the patent applications; (d) all Patent Applications filed by the Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Agreement, has not granted to Intellectual Property infringes or misappropriates any Third Party any license or other interest in the Licensed Technology; (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed third party’s (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-HowU.S. intellectual property rights, or (ii) intellectual property rights in jurisdictions outside of the United States if, and only if Licensor has specifically agreed to provide such indemnification in an amendment to this Agreement, provided, however, that Licensor will have no obligation for any Third-Party Claim that arises from (i) modifications to the Licensed Intellectual Property by making, using any Licensee Indemnified Party or selling Productssublicensee thereof; and (cii) is not aware specifications provided by or on behalf of any infringement Licensee Indemnified Party or misappropriation by a Third Party sublicensee thereof; (iii) use of the Licensed TechnologyIntellectual Property by any Licensee Indemnified Party or sublicensee thereof other than as specified in or permitted pursuant to this Agreement; (iv) use of the Licensed Intellectual Property by any Licensee Indemnified Party or sublicensee thereof in combination with other content and marks, to the extent the infringement arises out of such combination, or (v) continued use of the Licensed Intellectual Property by any Licensee Indemnified Party or sublicensee thereof following notice from Licensor to cease use of the Licensed Intellectual Property. Licensor’s sole liability, and Licensee’s sole remedy, for a claim that the Licensed Intellectual Property infringes the intellectual property rights of a third party is the indemnification obligation set forth in this section.

By Licensor. The Licensor hereby represents, represents and warrants and covenants to the Licensee that: (a) except as may otherwise be expressly notified 4.2.1 Licensor is the sole and exclusive owner of the entire right, title, and interest in and to the Licensee in writing, the Licensor has Licensed Intellectual Property and for the duration of this Agreement, will continue to have full right and title to the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technology, except to the extent co-owned with Licensee; (b) the Licensor has the right to grant the licenses granted herein; 4.2.2 except for the license to Licensee, the Licensed Intellectual Property is not subject to any encumbrance, lien, license rights (including any covenant not to sue in respect thereto) or claim of ownership by any Third Party that would interfere with the rights granted under this Agreement; 4.2.3 during the Term, Licensor shall not knowingly and sublicense intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed Intellectual Property to the extent exclusively licensed to Licensee and the Licensee's sublicenseesunder this Agreement; (c) 4.2.4 to Licensor’s knowledge, the Licensor is entitled to make all Licensed Patent Rights are being diligently prosecuted in the respective patent applications which it has madeoffices in the Territory in accordance with applicable law, and the Licensor Licensed Patent Rights have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment prior to the Effective Date of this Agreement; 4.2.5 the conception, development, and reduction to practice of the Licensed Intellectual Property existing as of the Effective Date has not made knowing use constituted or involved the misappropriation of any intellectual property trade secrets or other rights of any third party in the making of the patent applications; (d) all Patent Applications filed by the Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Agreement, has not granted to any Third Party any license or other interest in the Licensed Technology; (b) is not aware property of any Third Party patentand the Licensed Products and the Licensed Intellectual Property do not infringe, patent application misappropriate or other otherwise violate, the intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-How, or (ii) by making, using or selling Products; and (c) is not aware of any infringement Third Party; 4.2.6 each Person who has or misappropriation by a Third Party of has had any rights in or to any Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to Licensor, and Licensor licensed such rights to Licensee, pursuant to this Agreement; 4.2.7 the Licensed TechnologyIntellectual Property represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the Licensed Products; 4.2.8 the Licensed Intellectual Property is sufficient to enable the manufacture of Licensed Products by or on behalf of Licensee; and 4.2.9 the Licensed Intellectual Property, as far as Licensor is aware or should be aware, are not presently subject to any infringement and have not been subject to any infringement by any Third Party.

By Licensor. The Licensor hereby representsball defend, warrants indemnify and covenants hold harmless the Licensee and the representatives of Licensee from and against any and _all Losses asserted against, incurred, sustained or suffered by Licensee and/or the Representatives of Licensee as a result of, arising out of or relating to a claim that the Crowdfunding Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or rrusappropnates the Intellectual Property of any third party existing as of the License Effective Date (each an “Infringement Claim”); provided, however that Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising one (I) year after the License Effective Date or to the extent arising from (i) a Licensee that: (a) except as may otherwise be expressly notified Improvement or any modifications to the Crowdfunding Platform or any Licensor Intellectual Property made by or on behalf of Licensee in writing, the Licensor has and for the duration or at Licensee’s request; (ii) Licensee’s breach of this Agreement, will continue to have full right and title to the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technology, except but only to the extent cothe third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; (iii) Licensee’s or its Affiliates’ or sublicensees’ use of the Crowdfunding Platform or any Licensor Intellectual Property in a manner not reasonably contemplated by Licensor, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-owned contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Crowdfunding Platform or any Licensor Intellectual Property Licensee in connection with Licensee; an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (bv) the combination of the Crowdfunding Platform and Licensor has Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Crowdfunding Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to grant continue using the license and sublicense rights under this Agreement to the Licensee and the Licensee's sublicensees; (c) the Licensor is entitled to make all patent applications which it has made, and the Licensor has not made knowing use of any intellectual property or other rights of any third party in the making impacted portions of the patent applications; (d) all Patent Applications filed by the Crowdfunding Platform or Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Agreement, has not granted to any Third Party any license or other interest in the Licensed Technology; (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-HowIntellectual Property, or (iiy) by making, using replace or selling Products; and (c) is not aware of any infringement or misappropriation by a Third Party modify the impacted portions of the Licensed TechnologyCrowdfunding Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Crowdfunding Platform or the Licensor Intellectual Property.