Common use of By Licensor Clause in Contracts

By Licensor. Licensor hereby represents and warrants that: 4.2.1 Licensor is the sole and exclusive owner of the entire right, title, and interest in and to the Licensed IP and 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 intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable law, and the 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 constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party and the Licensed Products and the Licensed IP do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each Person who has or 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 IP 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. Licensor hereby represents represents, warrants and warrants that: 4.2.1 covenants to Licensee that (a) 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 effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is the sole and exclusive owner of the entire considered in a proceeding in equity or at law), (b) it owns all right, title, title and interest in and to the Licensed IP Patents and Know-How and has the full right and authority to grant the licenses set forth in Section 2 (Grant of License), (c) there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of said licenses and Licensor has the right to grant the licenses granted herein; 4.2.2 except for set forth in Section 2 without seeking the license to Licenseeapproval or consent of any third party, (d) none of 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 intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable law, and the Licensed Patent Rights Patents have been filed invalidated either wholly or partly by a court of law within the United States or abroad or by the United States Patent and maintained properly Trademark Office or any of its foreign equivalents and correctly and all applicable fees have been paid on or before the due date for payment prior there are no proceedings to the Effective Date of this Agreement; 4.2.5 the conception, development, and reduction to practice of the Licensed IP existing do so as of the Effective Date Date, (e) to Licensor’s best knowledge, the Patents are valid and enforceable as of the Effective Date, (f) to Licensor’s best knowledge, neither the Patents nor the Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party, and (g) Licensor has not constituted threatened or involved the misappropriation of trade secrets initiated any claim, suit or other rights proceeding against any third party alleging that such third party has infringed or property of any Third Party and the Licensed Products and the Licensed IP do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each Person who has or has had misappropriated any rights in or under the Patents and/or Know-How and, 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 the knowledge of Licensor, and Licensor licensed no third party is infringing or misappropriating any such rights to Licensee, pursuant to this Agreement; 4.2.7 the Licensed IP 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 Partyrights.

By Licensor. Licensor hereby represents and warrants that: 4.2.1 Licensor is the sole and exclusive owner of the entire right, title, and interest in and to the Licensed IP and 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 intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable law, and the 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 constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party and the Licensed Products and the Licensed IP do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each Person who has or 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 IP 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 represents represents, warrants and warrants covenants to the Licensee that: 4.2.1 Licensor is the sole and exclusive owner of the entire right, title, and interest in and (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 IP and Technology, except to the extent co-owned with Licensee; (b) the Licensor has the right to grant the licenses granted hereinlicense and sublicense rights under this Agreement to the Licensee and the Licensee's sublicensees; 4.2.2 except (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 license Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to Licenseethe 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 IP is Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Agreement, has not subject granted 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 intentionally encumber any license or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, other interest in the Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable law, and the 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 Technology; (b) is not constituted or involved the misappropriation of trade secrets or other rights or property aware of any Third Party and the Licensed Products and the Licensed IP do not infringepatent, misappropriate patent application or otherwise violate, the 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; 4.2.6 each Person who has or 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 Party of the Licensed IP 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 PartyTechnology.

By Licensor. Licensor hereby represents shall indemnify, defend, and warrants that: 4.2.1 Licensor is hold harmless Licensee and its Affiliates, and each of Licensee’s and its Affiliates’ respective officers, directors, employees, and agents (each, a “Licensee Indemnified Party”) against all losses, damages, liabilities and costs (including reasonable attorneys’ fees) (“Losses”) resulting from any third-party claim, suit, action, or other proceeding (“Third-Party Claim”) arising out of Licensor’s breach of any representation, warranty, covenant, or obligation under this Agreement or alleging that the sole and exclusive owner use of the entire rightLicensed Intellectual Property infringes or misappropriates any third party’s (i) U.S. intellectual property rights, titleor (ii) intellectual property rights in jurisdictions outside of the United States if, and interest only if Licensor has specifically agreed to provide such indemnification in and 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 IP and has the right to grant the licenses granted herein; 4.2.2 except for the license to Licensee, Intellectual Property by any Licensee Indemnified Party or sublicensee thereof; (ii) specifications provided by or on behalf of any Licensee Indemnified Party or sublicensee thereof; (iii) use of 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 Intellectual Property by any Third Licensee Indemnified Party that would interfere with the rights granted under or sublicensee thereof other than as specified in or permitted pursuant to this Agreement; 4.2.3 during ; (iv) use of the TermLicensed Intellectual Property by any Licensee Indemnified Party or sublicensee thereof in combination with other content and marks, Licensor shall not knowingly and intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledgethe infringement arises out of such combination, the Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable law, and the 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 (v) continued use of the Licensed IP existing as Intellectual Property by any Licensee Indemnified Party or sublicensee thereof following notice from Licensor to cease use of the Effective Date has not constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party Licensed Intellectual Property. Licensor’s sole liability, and Licensee’s sole remedy, for a claim that the Licensed Products and the Licensed IP do not infringe, misappropriate or otherwise violate, Intellectual Property infringes the intellectual property rights of any Third Party; 4.2.6 each Person who has or has had any rights a third party is the indemnification obligation set forth 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 IP 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 Partysection.

By Licensor. Licensor hereby represents and warrants that: 4.2.1 Licensor is the sole and exclusive owner of the entire right, title, and interest in and to the Licensed IP Intellectual Property and has the right to grant the licenses granted herein; 4.2.2 except for the license to Licensee, the Licensed IP 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 intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP Intellectual Property to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable law, and the 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 Intellectual Property existing as of the Effective Date has not constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party and the Licensed Products and the Licensed IP Intellectual Property do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each Person who has or 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 IP Intellectual 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 IP Intellectual Property is sufficient to enable the manufacture of Licensed Products by or on behalf of Licensee; and 4.2.9 the Licensed IPIntellectual 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. Licensor hereby represents ball defend, indemnify and warrants that: 4.2.1 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 is Intellectual Property as delivered to Licensor by Licensee infringes or rrusappropnates the sole and exclusive owner Intellectual Property of any third party existing as of the entire rightLicense Effective Date (each an “Infringement Claim”); provided, title, and interest in and to the Licensed IP and 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 however that would interfere with the rights granted under this Agreement; 4.2.3 during the Term, Licensor shall not knowingly and intentionally encumber or diminish the rights granted have no obligation to Licensee under this Agreement section with respect to Licensed IP any Infringement Claim arising one (I) year after the License Effective Date or to the extent exclusively licensed to arising from (i) a Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable law, and the Licensed Patent Rights have been filed and maintained properly and correctly and all applicable fees have been paid on Improvement or before the due date for payment prior any modifications 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 constituted Crowdfunding Platform or involved the misappropriation of trade secrets or other rights or property of any Third Party and the Licensed Products and the Licensed IP do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each Person who has or 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 IP 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 Intellectual Property made by or on behalf of Licensee or at Licensee’s request; and 4.2.9 (ii) Licensee’s breach of this Agreement, but only to the Licensed IPextent the 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, as far as 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-contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Crowdfunding Platform or any Licensor Intellectual Property Licensee in connection with an Expanded Business, but only to the extent the infringement that is aware at issue in such Infringement Claim or should be awareLosses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination of the Crowdfunding Platform and Licensor Intellectual Property with any Licensee or third party software or other intellectual property, are in each case, not presently 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 any infringement and have not been subject mitigate the Losses relating to any infringement by any Third Partythe Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of the Crowdfunding Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Crowdfunding 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. Licensor hereby represents warrants and warrants covenants to Licensee that, as of the Effective Date: 4.2.1 (a) Licensor is a corporation duly organized and validly existing under the laws of the State of 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 sole and exclusive owner of the entire all right, title, title and interest in and to the Licensed IP Patents, Licensed Technology and Trademarks and has the right to grant the licenses granted herein;to Licensee as set forth in this Agreement. 4.2.2 except for (d) There are no outstanding licenses, options or agreements of any kind relating to the license Licensed Patents, Licensed Technology or Trademarks other than pursuant to Licenseethis Agreement. (e) None of the Licensed Patents, License Technology or Trademarks is the subject of 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 Licensor, 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 intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable law, and the 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 Patents or use of the Effective Date has Licensed Technology or the Trademarks by Licensee as contemplated herein will not constituted or involved infringe the misappropriation of trade secrets or other rights or property IPR of any Third Party third party. (g) The execution, delivery and the Licensed Products and the Licensed IP performance of this Agreement by Licensor do not infringeand will not violate or constitute a default under any other agreement or any order, misappropriate judgment, decree or otherwise violatelike restriction, the intellectual property rights of any Third Party; 4.2.6 each Person who has statute or has had any rights in regulation by which it 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 IP represents all intellectual property owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the Licensed Products;assets and properties may be bound. 4.2.8 the Licensed IP is sufficient to enable the manufacture (h) The execution, delivery and performance of Licensed Products this Agreement by Licensor do not and will not require any consent, approval or on behalf authorization 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 Partythird party.

By Licensor. Licensor hereby represents and warrants that: 4.2.1 (i) 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 is the sole hereunder; (ii) it has not and exclusive owner 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 entire rightrights granted to Licensee or Licensee’s exercise thereof, titleor prohibit or otherwise interfere with the performance of Licensor’s obligations, under this Agreement; (iii) it owns and/or controls all rights, licenses, consents and interest permissions in and to the Licensed IP Content, including the Licensed Programs, Licensor Promotional Materials, Licensor Marks, metadata, and has any and all other materials provided or otherwise made available by or on behalf of Licensor to Licensee hereunder (collectively, the right “Delivery Materials”) to the extent necessary to grant the rights, licenses and privileges granted to Licensee herein; 4.2.2 except for , and the license to Licensee, Delivery Materials and the Licensed IP is not subject to any encumbrance, lien, license rights (including any covenant not to sue in respect thereto) or claim exercise 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 intentionally encumber or diminish the rights granted to Licensee under this Agreement 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 Licensed IP any common law or other right of any person, firm or entity; (iv) Licensor has obtained and will continue to obtain and maintain throughout the Term all rights, licenses, releases, and clearances with respect to the extent exclusively Delivery 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 rights granted to Licensee herein, and (B) Licensor shall be responsible for all material obligations and has paid or will pay all license fees, guild residuals, laboratory charges, wages, reuse fees, and other payments to any third parties necessary in connection with the Licensed Content or Licensee’s exploitation of any of the rights granted to Licensee herein, excluding any music performance fees for which Licensee is responsible pursuant to Section 8(a)(v) below; (v) the performing rights of all musical compositions contained in the Delivery Materials are (A) controlled by ASCAP, BMI, SESAC or GMR and available for license by Licensee from the publisher(s) controlling such rights, (B) owned by or licensed to Licensor so no additional licenses or payments are payable with respect to the exploitation hereunder, or (C) in the public domain worldwide; subject to the foregoing, Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, will be responsible for any music performance fees arising out of its exploitation of the musical compositions in the Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable law, and the 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 constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party and the Licensed Products and the Licensed IP do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each Person who has or 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 IP 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 LicenseeContent hereunder; and 4.2.9 (vi) the Licensed IPDelivery Materials will not (A) contain any cookies or other tracking technologies or otherwise provide for any method of data collection from Licensee, as far as Licensor the Service or users thereof, or (B) include or introduce into Licensee’s systems any virus, worm, “back door,” “Trojan Horse,” drop dead device, time bomb, spyware, adware or 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 aware or should be aware, are not presently subject to capable of facilitating any infringement and have not been subject to any infringement by any Third Partyof the foregoing.

By Licensor. (a) Licensor hereby represents 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 for patents with respect to the process of manufacturing Feiba (which is expressly not licensed hereunder) and warrants that: 4.2.1 Licensor thrombin (which is expressly not licensed hereunder, but is covered in the Supply Agreement); (ii) it is the sole and exclusive owner of the entire right, title, Patent Rights and interest in and to the Licensed IP and Technical Information; (iii) it has the right to grant license said Patent Rights and Technical Information in the licenses granted herein;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, as currently proposed to be made by Licensor, incorporates know-how or trade secrets wrongfully obtained directly or indirectly from said third party; and (v) it has not received any notice from any third party that the Patent Rights in the Territory incorporate know-how or trade secrets wrongfully obtained directly or indirectly from said third party. 4.2.2 except for (b) Licensor warrants that it does not have actual knowledge of any patents of third parties which would be infringed in the license Territory by the manufacture, use or sale of the Product, as currently proposed to Licensee, be made by Licensor. (c) Licensor warrants that it has not assigned or conveyed any interest in the Licensed IP Patent Rights or Technical Information which 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 inconsistent with the rights granted hereunder. (d) Licensor has full legal right, power and authority to execute, deliver and perform its obligations under this Agreement;. 4.2.3 during the Term(e) The execution, delivery and performance by Licensor shall not knowingly and intentionally encumber or diminish the rights granted to Licensee under of this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee do not contravene or constitute a default under this Agreement;any provision of applicable law or any agreement, judgment, injunction, order, decree or other instrument binding upon Licensor. 4.2.4 to (f) This Agreement constitutes a valid and binding agreement of Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory enforceable against Licensor in accordance with applicable lawits terms except as such enforceability may be (i) limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of affecting creditors' rights generally and the 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 constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party and the Licensed Products and the Licensed IP do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each Person who has or 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 IP 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 (ii) subject to any infringement and have not been subject to any infringement by any Third Partygeneral principles of equity (regardless of whether such enforceability is considered in a preceding in equity or at law).

By Licensor. Licensor hereby represents represents, warrants and warrants that: 4.2.1 covenants to Licensee that (a) 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 effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is the sole and exclusive owner of the entire considered in a proceeding in equity or at law), (b) it owns all right, title, title and interest in and to the Licensed IP Patents and Know-How and has the full right and authority to grant the licenses set forth in Section 2 (Grant of License), (d) there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of said licenses and Licensor has the right to grant the licenses granted herein; 4.2.2 except for set forth in Section 2 without seeking the license to Licenseeapproval or consent of any third party, (e) none of 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 intentionally encumber or diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable law, and the Licensed Patent Rights Patents have been filed invalidated either wholly or partly by a court of law within the United States or abroad or by the United States Patent and maintained properly Trademark Office or any of its foreign equivalents and correctly and all applicable fees have been paid on or before the due date for payment prior there are no proceedings to the Effective Date of this Agreement; 4.2.5 the conception, development, and reduction to practice of the Licensed IP existing do so as of the Effective Date 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 right of any third party and (h) Licensor has not constituted threatened or involved the misappropriation of trade secrets initiated any claim, suit or other rights proceeding against any third party alleging that such third party has infringed or property of any Third Party and the Licensed Products and the Licensed IP do not infringe, misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each Person who has or has had misappropriated any rights in or under the Patents and/or Know-How and, 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 the knowledge of Licensor, and Licensor licensed no third party is infringing or misappropriating any such rights to Licensee, pursuant to this Agreement; 4.2.7 the Licensed IP 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 Partyrights.