Common use of Licensor Representations Clause in Contracts

Licensor Representations. Licensor represents, warrants and covenants to Aurion that: (a) Licensor has provided Aurion with copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Licensed Patent Rights; (b) Licensor is the sole and exclusive legal and beneficial owner of the entire right, title and interest in and to the Patent Rights listed on Exhibit A, and is the record owners of all Patent Rights listed on Exhibit A; (c) Except as expressly set forth in this Agreement, neither Licensor nor the Licensed Patent Rights is subject to or bound by any agreements, arrangement or obligations that are inconsistent with the rights and licenses granted to Aurion hereunder, and no royalties, honoraria or other fees are payable by Licensor to any Person for use or the right to use or license the Licensed Patent Rights; (d) Licensor has, and throughout the Term, will retain the unconditional and irrevocable right, power and authority to grant to Aurion the right and license hereunder; (e) neither the grant of the license, nor Licensor’s performance of any of its obligations, under this Agreement does or will at any time (i) conflict with or violate any Applicable Law; (ii) require the consent, notice, action, approval or authorization of any governmental or regulatory authority or other Third Party; (iii) constitute a default under or result in the acceleration of any agreement to which Licensor is a party; (iv) result in the creation or imposition of any encumbrance on the rights granted to Aurion or result in the loss or impairment of Aurion’s rights under this Agreement; or (v) require the provision of any payment or other consideration to any third party; (f) Licensor has not granted and will not grant any license or other contingent or non contingent right, title or interest under or relating to Licensed Patent Rights, or is or will be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any of Licensor’s representations, warranties or obligations or Aurion’s rights or licenses hereunder: (g) There neither are nor at any time during the Term will be any encumbrances, liens or security interests involving any Licensed Patent Rights; (h) No prior art or (to Licensor’s knowledge) other information exists that would adversely affect the validity, enforceability, term or scope of any Licensed Patent Rights other than contained in the International Search Report (ISR) of patent application [***]; (i) There is no settled, pending or (to Licensor’s knowledge) threatened litigation or reissue application, re-examination, post-grant, inter partes or covered business method patent review, interference, derivation, opposition, claim of invalidity or other claim or proceeding (including in the form of any offer to obtain a license) (i) alleging the unpatentability, invalidity, misuse, unregistrability, unenforceability or noninfringement of, or error in any Licensed Patent Rights; (ii) challenging Licensor’s ownership of. or right to practice or license, any Licensed Patent Rights, or alleging any adverse right, title or interest with respect thereto; (iii) alleging that the practice of any Licensed Patent Rights or the making, using, offering to sell, sale or importation of any Licensed Product does or would infringe, misappropriate or otherwise violate any Patent Rights, trade secret or other intellectual property rights of any Third Party; or (iv) that challenges, or would have the effect of preventing, delaying, making illegal or otherwise interfering with this Agreement; (j) Licensor has no knowledge of any factual, legal or other reasonable basis for any litigation, claim, investigation or proceeding described in Section 9.2(i) and has not received any written, oral or other notice of any litigation, claim, investigation or proceeding described in Section 9.2(i); (k) Licensor has not brought or threatened any claim against any Third Party alleging infringement of any Licensed Patent Rights, nor is any Third Party infringing or (to Licensor’s knowledge) preparing or threatening to infringe any patent, or practicing any claim of any patent application, included as a Licensed Patent Right; (l) The recitals to this Agreement are accurate; (m) Licensor has been in compliance with each law that is or was applicable to the ownership or license of the Licensed Patent Rights. To Licensor’s knowledge, no event has occurred or circumstance exits that (with or without notice or lapse of time) could constitute or result in a violation by Licensor of, or a failure on the part of Licensor to comply with any Applicable Law or could give rise to any obligation on the party of Licensor to undertake, or to bear all or any portion of the cost of, any remedial action of ay nature. Licensor has not received any notion or communication from any Person regarding any actual, alleged, possible or potential violation of, or failure to materially comply, with any Law or actual alleged possible or potential obligation on the part of Licensor to undertake, or to bear all or any portion of the cost of a remedial action any nature.

Licensor Representations. Licensor represents▇▇▇▇▇▇▇▇ agrees, represents and warrants and covenants to Aurion that: (a) neither Licensor nor, to the best of Licensor’s knowledge, without any investigation, any of its employees or representatives performing services under this Agreement, has provided Aurion with copies ever been (i) convicted of file histories, documents, certificates, office actions, correspondence and other materials a criminal offense related to all Licensed Patent Rightshealth care and/or related to the provision of services paid for by Medicare, Medicaid or another state or federal health care program; (ii) excluded or debarred from participation in any state or federal health care program, including Medicare and Medicaid; or (iii) otherwise sanctioned by the federal government, including being listed on the General Services Administration’s or Office of Inspector General’s Excluded Party Listing System. Licensor shall notify Licensee immediately in the event that Licensor becomes aware that the representation contained in this subsection is or becomes untrue at any time during the Term of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in the event that Licensor or one of its employees or representatives performing services under this Agreement is (i) convicted of a criminal offense related to health care and/or related to the provision of services paid for by Medicare, Medicaid or another state or federal health care program; (ii) excluded from or debarred from participation in any state or federal health care program, including Medicare and Medicaid; or (iii) otherwise sanctioned by the federal government, including being listed on the General Services Administration’s or Office of Inspector General’s Excluded Party Listing System, Licensee may, at its option, and as Licensee’s sole remedy as a result thereof, terminate this Agreement immediately upon written notice to Licensee; (b) Licensor is has full power and authority to enter into and consummate the sole transaction contemplated by this Agreement and exclusive legal all required approvals and beneficial owner of the entire right, title and interest in and to the Patent Rights listed on Exhibit A, and is the record owners of all Patent Rights listed on Exhibit Aauthorizations have been obtained; (c) Except as expressly set forth in the person(s) executing this Agreement, neither Agreement on behalf of Licensor nor the Licensed Patent Rights is subject is/are authorized to or bound by any agreements, arrangement or obligations that are inconsistent with the rights and licenses granted to Aurion hereunder, and no royalties, honoraria or other fees are payable by Licensor to any Person for use or the right to use or license the Licensed Patent Rights;do so; and (d) the execution, delivery and performance by Licensor has, and throughout the Term, will retain the unconditional and irrevocable right, power and authority to grant to Aurion the right and license hereunder; (e) neither the grant of the license, nor Licensor’s performance of any of its obligations, obligations under this Agreement does or will at any time (i) not conflict with or violate any Applicable Law; (ii) require the consentresult in a breach of, notice, action, approval or authorization of any governmental or regulatory authority or other Third Party; (iii) constitute a default under or result in (i) any of the acceleration provisions of any agreement to which Licensor is a party; (iv) result in the creation or imposition of any encumbrance on the rights granted to Aurion or result in the loss or impairment of Aurion’s rights under this Agreement; or (v) require the provision of any payment or other consideration to any third party; (f) Licensor has not granted and will not grant any license or other contingent or non contingent right, title or interest under or relating to Licensed Patent Rights, or is or will be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any of Licensor’s representations, warranties governance documents or obligations or Aurion’s rights or licenses hereunder: (g) There neither are nor at any time during the Term will be any encumbrances, liens or security interests involving any Licensed Patent Rights; (h) No prior art or (to Licensor’s knowledge) other information exists that would adversely affect the validity, enforceability, term or scope of any Licensed Patent Rights other than contained in the International Search Report (ISR) of patent application [***]; (i) There is no settled, pending or (to Licensor’s knowledge) threatened litigation or reissue application, re-examination, post-grant, inter partes or covered business method patent review, interference, derivation, opposition, claim of invalidity or other claim or proceeding (including in the form of any offer to obtain a license) (i) alleging the unpatentability, invalidity, misuse, unregistrability, unenforceability or noninfringement of, or error in any Licensed Patent Rights; (ii) challenging Licensor’s ownership of. any law, governmental rule, regulation, judgment, decree or right to practice or license, any Licensed Patent Rights, or alleging any adverse right, title or interest with respect thereto; (iii) alleging that the practice of any Licensed Patent Rights or the making, using, offering to sell, sale or importation of any Licensed Product does or would infringe, misappropriate or otherwise violate any Patent Rights, trade secret or other intellectual property rights of any Third Party; or (iv) that challenges, or would have the effect of preventing, delaying, making illegal or otherwise interfering with this Agreement; (j) order by which Licensor has no knowledge of any factual, legal or other reasonable basis for any litigation, claim, investigation or proceeding described in Section 9.2(i) and has not received any written, oral or other notice of any litigation, claim, investigation or proceeding described in Section 9.2(i); (k) Licensor has not brought or threatened any claim against any Third Party alleging infringement of any Licensed Patent Rights, nor is any Third Party infringing or (to Licensor’s knowledge) preparing or threatening to infringe any patent, or practicing any claim of any patent application, included as a Licensed Patent Right; (l) The recitals to this Agreement are accurate; (m) Licensor has been in compliance with each law that is or was applicable to the ownership or license of the Licensed Patent Rights. To Licensor’s knowledge, no event has occurred or circumstance exits that (with or without notice or lapse of time) could constitute or result in a violation by Licensor of, or a failure on the part of Licensor to comply with any Applicable Law or could give rise to any obligation on the party of Licensor to undertake, or to bear all or any portion of the cost of, any remedial action of ay nature. Licensor has not received any notion or communication from any Person regarding any actual, alleged, possible or potential violation of, or failure to materially comply, with any Law or actual alleged possible or potential obligation on the part of Licensor to undertake, or to bear all or any portion of the cost of a remedial action any naturebound.

Licensor Representations. Licensor represents, warrants and covenants to Aurion that:Licensee as follows. (a) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor has provided Aurion with copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Licensed Patent Rights;corporate action. (b) This Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound. (c) Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder without violating the rights of any Third Party. (d) The Licensed Patent Rights have been properly filed, prosecuted, and maintained, and Licensor is the sole and exclusive legal and beneficial owner of the entire rightLicensed Patent Rights and Licensed Technology. (e) Licensor is not aware of any Third Party patent, title 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 that is claimed or disclosed in, or that constitutes, Licensed Technology, or (ii) by making, using, offering for sale, selling or importing Licensed Products. (f) Licensor is not aware of any infringement or misappropriation by a Third Party of the Licensed Technology. (g) Licensor represents and interest in and warrants that, other than the Preexisting Rights, no other licenses have been granted to the Licensed Patent Rights listed on Rights, Licensed Technology or Improvements. In connection therewith and described herein and in Exhibit A, and is the record owners of all Preexisting Licensee has a nonexclusive license to the Licensed Patent Rights listed only to use c-di-GMP only in the field of ID and a limited option to convert its rights for c-di-GMP on Exhibit A;an ID on a field-by-field basis. Licensor covenants that it will not extend the term of the Preexisting License or expand or extend the option rights under the Preexisting Licensee. The Preexisting License was an arm’s length transaction and Licensor, its directors, officers, and employees and their family members have no interest in the Preexisting Licensee or its Affiliates. (ch) Except as expressly set forth in this Section 7.1 and in Exhibit A hereto, the Preexisting Licensee has no other rights and the Preexisting License does not contain any other provisions that might adversely affect Licensee’s rights or increase Licensee’s obligations under this Agreement. (i) Exhibit A is true, correct and complete in all respects. (j) All agreements effective on or after the Effective Date related to the License Patent Rights or Licensed Technology Rights, including without limitation any agreement with the Preexisting Licensee or its Affiliates or development partners, shall (i) only contain provisions that are subject to those set forth in this Agreement, neither Licensor nor the Licensed Patent Rights is subject to or bound by any agreements, arrangement or obligations that are inconsistent with the rights and licenses granted to Aurion hereunder, and no royalties, honoraria or other fees are payable by Licensor to any Person for use or the right to use or license the Licensed Patent Rights; (d) Licensor has, and throughout the Term, will retain the unconditional and irrevocable right, power and authority to grant to Aurion the right and license hereunder; (e) neither the grant of the license, nor Licensor’s performance of any of its obligations, under this Agreement does or will at any time (i) conflict with or violate any Applicable Law; (ii) require will not include rights outside the consent, notice, action, approval or authorization field of any governmental or regulatory authority or other Third Party; ID and (iii) constitute a default under or result in will permit Licensee to review copies of the acceleration of any agreement agreements redacted to which Licensor is a party; (iv) result in remove key information identifying the creation or imposition of any encumbrance on the rights granted to Aurion or result in the loss or impairment of Aurion’s rights under this Agreement; or (v) require the provision of any payment or other consideration to any third party; (f) Licensor has not granted party and will not grant any license or other contingent or non contingent right, title or interest under or relating to Licensed Patent Rights, or is or will be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any of Licensor’s representations, warranties or obligations or Aurion’s rights or licenses hereunder: (g) There neither are nor at any time during the Term will be any encumbrances, liens or security interests involving any Licensed Patent Rights; (h) No prior art or financial terms (to Licensor’s knowledge) other information exists that would adversely affect the validity, enforceability, term or scope of any Licensed Patent Rights other than contained in the International Search Report (ISR) of patent application [***]; (i) There is no settled, pending or (to Licensor’s knowledge) threatened litigation or reissue application, re-examination, post-grant, inter partes or covered business method patent review, interference, derivation, opposition, claim of invalidity or other claim or proceeding (including in the form of any offer to obtain a license) (i) alleging the unpatentability, invalidity, misuse, unregistrability, unenforceability or noninfringement of, or error in any Licensed Patent Rights; (ii) challenging Licensor’s ownership of. or right to practice or license, any Licensed Patent Rights, or alleging any adverse right, title or interest with respect thereto; (iii) alleging that the practice of any Licensed Patent Rights or the making, using, offering to sell, sale or importation of any Licensed Product does or would infringe, misappropriate or otherwise violate any Patent Rights, trade secret or other intellectual property rights of any Third Party; or (iv) that challenges, or would have the effect of preventing, delaying, making illegal or otherwise interfering with this Agreement; (j) Licensor has no knowledge of any factual, legal or other reasonable basis for any litigation, claim, investigation or proceeding described in Section 9.2(i) and has extent not received any written, oral or other notice of any litigation, claim, investigation or proceeding described in Section 9.2(ialready publicly available);. (k) Licensor has not brought or threatened shall keep Licensee fully informed of any claim against any Third Party alleging infringement of any Licensed the License Patent RightsRights or appropriation of the License Technology by the Preexisting Licensee in the Exclusive Field, nor is any Third Party infringing or (Nonexclusive Field and outside of ID. Licensor agrees to Licensor’s knowledge) preparing or threatening to infringe any patent, or practicing any claim fully cooperate in the enforcement of any patent application, included as a Licensed Patent Right; (l) The recitals to all of the terms of this Agreement are accurate; (m) Licensor has been in compliance with each law that is or was applicable to and the ownership or license terms of the Licensed Patent Rights. To Licensor’s knowledgePreexisting License and any successor agreement, no event has occurred or circumstance exits that (with or without notice or lapse of time) could constitute or result in a violation by and permit Aduro to lead such enforcement and offset against payments owed to Licensor of, or a failure on hereunder the part of Licensor to comply with any Applicable Law or could give rise to any obligation on the party of Licensor to undertake, or to bear all or any portion of the cost of, any remedial action of ay nature. Licensor has not received any notion or communication from any Person regarding any actual, alleged, possible or potential violation of, or failure to materially comply, with any Law or actual alleged possible or potential obligation on the part of Licensor to undertake, or to bear all or any portion of the cost of a remedial action any naturereasonable costs thereof.

Licensor Representations. Licensor representshereby represents and warrants to Quark that: 9.1.1 As of the Effective Date, warrants and covenants to Aurion Licensor represents that: (a) Licensor has the full right, power and authority, and has obtained all approvals, permits or consents necessary, to enter into this Agreement and to perform all of its obligations and to grant the licenses provided Aurion with copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Licensed Patent Rights;hereunder. (b) As of the Effective Date, to Licensor’s knowledge, no loss or expiration of any of the p53 Patent Application is threatened, pending, or reasonably foreseeable, except for patents expiring at the end of their statutory terms (and not as a result of any act or omission by Licensor, including a failure to pay any required maintenance fees). (c) As of the Effective Date, the p53 Patent Application is the only patent or patent application Controlled by Licensor that specifically claims or Covers the p53 Sequence. 9.1.2 Licensor hereby represents and warrants to Quark that as of the Effective Date and through out the Term: (a) Licensor is the sole and exclusive legal and beneficial owner of the entire rightp53 Patent Application, title free and interest in and clear of any liens or encumbrances. For clarity, Quark acknowledges that it may be required to obtain diagnostic, therapeutic or other licenses from Third Parties to commercialize a Licensed Product. (b) Licensor has not, prior to the Patent Rights listed on Exhibit AEffective Date, entered into and is shall not, following the record owners of all Patent Rights listed on Exhibit A;Effective Date, enter into any agreement that conflicts or interferes with Quark’s exclusive license to Licensed Product(s) under the Licensed Patent(s) in the Exclusive Field. (c) Except as expressly set forth Licensor follows reasonable commercial practices common in this Agreementthe industry to protect its proprietary and confidential information, neither Licensor nor the Licensed Patent Rights is subject including requiring its employees, consultants and agents to or be bound in writing by any agreements, arrangement or obligations that are inconsistent with the rights of confidentiality and licenses granted to Aurion hereundernon-disclosure, and no royaltiesrequiring its employees, honoraria or other fees are payable consultants and agents to disclose and assign to it any and all inventions and discoveries discovered by Licensor to any Person for use or such employees, consultants and/or agents made within the right to use or license the Licensed Patent Rights; (d) Licensor hasscope of, and throughout the Termduring their employment, will retain the unconditional and irrevocable rightonly disclosing proprietary and confidential information to Third Parties pursuant to written confidentiality and non-disclosure agreements. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, power and authority to grant to Aurion the right and license hereunder; (e) neither the grant of the licenseMARKED BY BRACKETS, nor Licensor’s performance of any of its obligationsHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, under this Agreement does or will at any time (i) conflict with or violate any Applicable Law; (ii) require the consent, notice, action, approval or authorization of any governmental or regulatory authority or other Third Party; (iii) constitute a default under or result in the acceleration of any agreement to which Licensor is a party; (iv) result in the creation or imposition of any encumbrance on the rights granted to Aurion or result in the loss or impairment of Aurion’s rights under this Agreement; or (v) require the provision of any payment or other consideration to any third party; (f) Licensor has not granted and will not grant any license or other contingent or non contingent right, title or interest under or relating to Licensed Patent Rights, or is or will be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any of Licensor’s representations, warranties or obligations or Aurion’s rights or licenses hereunder: (g) There neither are nor at any time during the Term will be any encumbrances, liens or security interests involving any Licensed Patent Rights; (h) No prior art or (to Licensor’s knowledge) other information exists that would adversely affect the validity, enforceability, term or scope of any Licensed Patent Rights other than contained in the International Search Report (ISR) of patent application [***]; (i) There is no settled, pending or (to Licensor’s knowledge) threatened litigation or reissue application, re-examination, post-grant, inter partes or covered business method patent review, interference, derivation, opposition, claim of invalidity or other claim or proceeding (including in the form of any offer to obtain a license) (i) alleging the unpatentability, invalidity, misuse, unregistrability, unenforceability or noninfringement of, or error in any Licensed Patent Rights; (ii) challenging Licensor’s ownership of. or right to practice or license, any Licensed Patent Rights, or alleging any adverse right, title or interest with respect thereto; (iii) alleging that the practice of any Licensed Patent Rights or the making, using, offering to sell, sale or importation of any Licensed Product does or would infringe, misappropriate or otherwise violate any Patent Rights, trade secret or other intellectual property rights of any Third Party; or (iv) that challenges, or would have the effect of preventing, delaying, making illegal or otherwise interfering with this Agreement; (j) Licensor has no knowledge of any factual, legal or other reasonable basis for any litigation, claim, investigation or proceeding described in Section 9.2(i) and has not received any written, oral or other notice of any litigation, claim, investigation or proceeding described in Section 9.2(i); (k) Licensor has not brought or threatened any claim against any Third Party alleging infringement of any Licensed Patent Rights, nor is any Third Party infringing or (to Licensor’s knowledge) preparing or threatening to infringe any patent, or practicing any claim of any patent application, included as a Licensed Patent Right; (l) The recitals to this Agreement are accurate; (m) Licensor has been in compliance with each law that is or was applicable to the ownership or license of the Licensed Patent Rights. To Licensor’s knowledge, no event has occurred or circumstance exits that (with or without notice or lapse of time) could constitute or result in a violation by Licensor of, or a failure on the part of Licensor to comply with any Applicable Law or could give rise to any obligation on the party of Licensor to undertake, or to bear all or any portion of the cost of, any remedial action of ay nature. Licensor has not received any notion or communication from any Person regarding any actual, alleged, possible or potential violation of, or failure to materially comply, with any Law or actual alleged possible or potential obligation on the part of Licensor to undertake, or to bear all or any portion of the cost of a remedial action any natureAS AMENDED.

Licensor Representations. Licensor represents, warrants and covenants to Aurion that:Licensee as follows. (a) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor has provided Aurion with copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Licensed Patent Rights;corporate action. (b) This Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound. (c) Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder without violating the rights of any Third Party. (d) The Licensed Patent Rights have been properly filed, prosecuted, and maintained, and Licensor is the sole and exclusive legal and beneficial owner of the entire rightLicensed Patent Rights and Licensed Technology. (e) Licensor is not aware of any Third Party patent, title 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 that is claimed or disclosed in, or that constitutes, Licensed Technology, or (ii) by making, using, offering for sale, selling or importing Licensed Products. (f) Licensor is not aware of any infringement or misappropriation by a Third Party of the Licensed Technology. (g) Licensor represents and interest in and warrants that, other than the Preexisting Rights, no other licenses have been granted to the Licensed Patent Rights listed on Rights, Licensed Technology or Improvements. In connection therewith and described herein and in Exhibit A, and is the record owners of all Preexisting Licensee has a nonexclusive license to the Licensed Patent Rights listed only to use c-di-GMP only in the field of ID and a limited option to convert its rights for c-di-GMP on Exhibit A;an ID on a field-by-field basis. Licensor covenants that it will not extend the term of the Preexisting License or expand or extend the option rights under the Preexisting Licensee. The Preexisting License was an arm’s length transaction and Licensor, its directors, officers, and employees and their family members have no interest in the Preexisting Licensee or its Affiliates. (ch) Except as expressly set forth in this Section 7.1 and in Exhibit A hereto, the Preexisting Licensee has no other rights and the Preexisting License does not contain any other provisions that might adversely affect Licensee’s rights or increase Licensee’s obligations under 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 406 of the Securities Act of 1933, as amended. (i) Exhibit A is true, correct and complete in all respects. (j) All agreements effective on or after the Effective Date related to the License Patent Rights or Licensed Technology Rights, including without limitation any agreement with the Preexisting Licensee or its Affiliates or development partners, shall (i) only contain provisions that are subject to those set forth in this Agreement, neither Licensor nor the Licensed Patent Rights is subject to or bound by any agreements, arrangement or obligations that are inconsistent with the rights and licenses granted to Aurion hereunder, and no royalties, honoraria or other fees are payable by Licensor to any Person for use or the right to use or license the Licensed Patent Rights; (d) Licensor has, and throughout the Term, will retain the unconditional and irrevocable right, power and authority to grant to Aurion the right and license hereunder; (e) neither the grant of the license, nor Licensor’s performance of any of its obligations, under this Agreement does or will at any time (i) conflict with or violate any Applicable Law; (ii) require will not include rights outside the consent, notice, action, approval or authorization field of any governmental or regulatory authority or other Third Party; ID and (iii) constitute a default under or result in will permit Licensee to review copies of the acceleration of any agreement agreements redacted to which Licensor is a party; (iv) result in remove key information identifying the creation or imposition of any encumbrance on the rights granted to Aurion or result in the loss or impairment of Aurion’s rights under this Agreement; or (v) require the provision of any payment or other consideration to any third party; (f) Licensor has not granted party and will not grant any license or other contingent or non contingent right, title or interest under or relating to Licensed Patent Rights, or is or will be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any of Licensor’s representations, warranties or obligations or Aurion’s rights or licenses hereunder: (g) There neither are nor at any time during the Term will be any encumbrances, liens or security interests involving any Licensed Patent Rights; (h) No prior art or financial terms (to Licensor’s knowledge) other information exists that would adversely affect the validity, enforceability, term or scope of any Licensed Patent Rights other than contained in the International Search Report (ISR) of patent application [***]; (i) There is no settled, pending or (to Licensor’s knowledge) threatened litigation or reissue application, re-examination, post-grant, inter partes or covered business method patent review, interference, derivation, opposition, claim of invalidity or other claim or proceeding (including in the form of any offer to obtain a license) (i) alleging the unpatentability, invalidity, misuse, unregistrability, unenforceability or noninfringement of, or error in any Licensed Patent Rights; (ii) challenging Licensor’s ownership of. or right to practice or license, any Licensed Patent Rights, or alleging any adverse right, title or interest with respect thereto; (iii) alleging that the practice of any Licensed Patent Rights or the making, using, offering to sell, sale or importation of any Licensed Product does or would infringe, misappropriate or otherwise violate any Patent Rights, trade secret or other intellectual property rights of any Third Party; or (iv) that challenges, or would have the effect of preventing, delaying, making illegal or otherwise interfering with this Agreement; (j) Licensor has no knowledge of any factual, legal or other reasonable basis for any litigation, claim, investigation or proceeding described in Section 9.2(i) and has extent not received any written, oral or other notice of any litigation, claim, investigation or proceeding described in Section 9.2(ialready publicly available);. (k) Licensor has not brought or threatened shall keep Licensee fully informed of any claim against any Third Party alleging infringement of any Licensed the License Patent RightsRights or appropriation of the License Technology by the Preexisting Licensee in the Exclusive Field, nor is any Third Party infringing or (Nonexclusive Field and outside of ID. Licensor agrees to Licensor’s knowledge) preparing or threatening to infringe any patent, or practicing any claim fully cooperate in the enforcement of any patent application, included as a Licensed Patent Right; (l) The recitals to all of the terms of this Agreement are accurate; (m) Licensor has been in compliance with each law that is or was applicable to and the ownership or license terms of the Licensed Patent Rights. To Licensor’s knowledgePreexisting License and any successor agreement, no event has occurred or circumstance exits that (with or without notice or lapse of time) could constitute or result in a violation by and permit Aduro to lead such enforcement and offset against payments owed to Licensor of, or a failure on hereunder the part of Licensor to comply with any Applicable Law or could give rise to any obligation on the party of Licensor to undertake, or to bear all or any portion of the cost of, any remedial action of ay nature. Licensor has not received any notion or communication from any Person regarding any actual, alleged, possible or potential violation of, or failure to materially comply, with any Law or actual alleged possible or potential obligation on the part of Licensor to undertake, or to bear all or any portion of the cost of a remedial action any naturereasonable costs thereof.

Licensor Representations. Licensor represents, represents and warrants and covenants to Aurion thateach of the following: (a) Licensor has provided Aurion the right to license the Marks to Licensee in accordance with copies the terms of file historiesthis Agreement. Licensor further represents and warrants that, documentsto Licensor’s knowledge, certificates, office actions, correspondence the Marks are valid and other materials related to all Licensed Patent Rights;that Licensee’s use of the Marks in accordance with the terms and conditions of this Agreement does not constitute trademark infringement and will not constitute trademark infringement at any time during the License Term; and (b) Licensor is duly organized, validly existing and in good standing under the sole and exclusive legal and beneficial owner laws of the entire right, title and interest in and to the Patent Rights listed on Exhibit A, and is the record owners jurisdiction of all Patent Rights listed on Exhibit A;its organization; and (c) Except as expressly set forth in this AgreementAs of the Effective Date, neither Licensor nor the Licensed Patent Rights is subject to or bound by any agreementsnecessary approvals of any gaming regulatory authority, arrangement or obligations that are inconsistent with Licensor has the rights and licenses granted to Aurion hereunder, and no royalties, honoraria or other fees are payable by Licensor to any Person for use or the right to use or license the Licensed Patent Rights; (d) Licensor has, and throughout the Term, will retain the unconditional and irrevocable right, power and authority to grant enter into and to Aurion perform its obligations under this Agreement and each of the right agreements contemplated hereunder to which it is or may become a party, and license hereunder;the execution, delivery and performance by Licensor of this Agreement have been duly authorized by all necessary action on the part of Licensor; and (d) This Agreement constitutes the legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms; and (e) neither There is no pending proceeding against or involving Licensor that challenges, or that may have the grant effect of preventing, delaying, making illegal or otherwise interfering with, any of the licensetransactions contemplated hereunder and, nor to the knowledge of Licensor’s performance , no person has threatened to commence any such proceeding. To the knowledge of any of its obligationsLicensor, under this Agreement does there is no proposed order that, if issued or will at any time otherwise put into effect, (i) conflict may have an adverse effect on the ability of Licensor to comply with or violate perform any Applicable Law; (ii) require the consent, notice, action, approval covenant or authorization of any governmental or regulatory authority or other Third Party; (iii) constitute a default under or result in the acceleration of any agreement to which Licensor is a party; (iv) result in the creation or imposition of any encumbrance on the rights granted to Aurion or result in the loss or impairment of Aurion’s rights obligation under this Agreement; or (v) require the provision of any payment or other consideration to any third party; (f) Licensor has not granted and will not grant any license or other contingent or non contingent right, title or interest under or relating to Licensed Patent Rights, or is or will be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any of Licensor’s representations, warranties or obligations or Aurion’s rights or licenses hereunder: (g) There neither are nor at any time during the Term will be any encumbrances, liens or security interests involving any Licensed Patent Rights; (h) No prior art or (to Licensor’s knowledge) other information exists that would adversely affect the validity, enforceability, term or scope of any Licensed Patent Rights other than contained in the International Search Report (ISR) of patent application [***]; (i) There is no settled, pending or (to Licensor’s knowledge) threatened litigation or reissue application, re-examination, post-grant, inter partes or covered business method patent review, interference, derivation, opposition, claim of invalidity or other claim or proceeding (including in the form of any offer to obtain a license) (i) alleging the unpatentability, invalidity, misuse, unregistrability, unenforceability or noninfringement of, or error in any Licensed Patent Rights; (ii) challenging Licensor’s ownership of. or right to practice or license, any Licensed Patent Rights, or alleging any adverse right, title or interest with respect thereto; (iii) alleging that the practice of any Licensed Patent Rights or the making, using, offering to sell, sale or importation of any Licensed Product does or would infringe, misappropriate or otherwise violate any Patent Rights, trade secret or other intellectual property rights of any Third Party; or (iv) that challenges, or would may have the effect of preventing, delaying, making illegal or otherwise interfering with this Agreement; (j) Licensor has no knowledge of any factual, legal or other reasonable basis for any litigation, claim, investigation or proceeding described in Section 9.2(i) and has not received any written, oral or other notice of any litigation, claim, investigation or proceeding described in Section 9.2(i); (k) Licensor has not brought or threatened any claim against any Third Party alleging infringement of any Licensed Patent Rights, nor is any Third Party infringing or (to Licensor’s knowledge) preparing or threatening to infringe any patent, or practicing any claim of any patent application, included as a Licensed Patent Right; (l) The recitals to this Agreement are accurate; (m) Licensor has been in compliance with each law that is or was applicable to the ownership or license of the Licensed Patent Rights. To Licensor’s knowledge, no event has occurred or circumstance exits that (with or without notice or lapse of time) could constitute or result in a violation by Licensor of, or a failure on the part of Licensor to comply with any Applicable Law or could give rise to any obligation on the party of Licensor to undertake, or to bear all or any portion of the cost of, any remedial action of ay nature. Licensor has not received any notion or communication from any Person regarding any actual, alleged, possible or potential violation of, or failure to materially comply, with any Law or actual alleged possible or potential obligation on the part of Licensor to undertake, or to bear all or any portion of the cost of a remedial action any naturetransactions contemplated hereby.

Licensor Representations. Each Licensor representsrepresents and warrants to Hammock, warrants and covenants to Aurion that:as of the date hereof, as follows. (a) Licensor has provided Aurion with copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Licensed Patent Rights; (b) 8.1.1. Such Licensor is a limited liability company, validly existing and in good standing under the sole and exclusive legal and beneficial owner laws of the entire rightcountry in which it is organized, title and interest in and to the Patent Rights listed on Exhibit A, and is the record owners of all Patent Rights listed on Exhibit A; (c) Except as expressly set forth in this Agreement, neither Licensor nor the Licensed Patent Rights is subject to or bound by any agreements, arrangement or obligations that are inconsistent with the rights and licenses granted to Aurion hereunder, and no royalties, honoraria or other fees are payable by Licensor to any Person for use or the right to use or license the Licensed Patent Rights; (d) Licensor has, and throughout the Term, will retain the unconditional and irrevocable right, full power and authority to grant operate its properties and to Aurion carry on its business as presently conducted; 8.1.2. Such Licensor has full power and authority to execute, deliver and perform this Agreement; 8.1.3. Such Licensor has the full right and license legal capacity to grant the rights granted to Hammock hereunder; (e) neither 8.1.4. This Agreement constitutes the grant legally binding and valid obligation of such Licensor, enforceable in accordance with its terms; 8.1.5. The execution and delivery of this Agreement and the performance of the licensetransactions contemplated hereby have been duly authorized by all appropriate limited liability company action; 8.1.6. The execution, nor Licensor’s delivery and performance by such Licensor of any of its obligations, under this Agreement does and the consummation of the transactions contemplated hereby will not result in any violation of, conflict with, result in a breach of or will at any time (i) conflict with or violate any Applicable Law; (ii) require the consent, notice, action, approval or authorization of any governmental or regulatory authority or other Third Party; (iii) constitute a default under any understanding, contract or result in the acceleration of any agreement to which such Licensor is a party; party or by which it is bound (iv) result including the TriLogic-MilanaPharm Agreement); 8.1.7. There is no action, suit, proceeding or investigation pending or, to the knowledge of such Licensor, currently threatened in writing against or affecting such Licensor that questions the validity of this Agreement or the right of such Licensor to enter into this Agreement or consummate the transactions contemplated hereby; 8.1.8. Except for the patents and patent applications set forth on Appendix A, neither such Licensor nor any of its Affiliates Controls any Patent Rights that cover or relate to the Technology or Licensed Product, or that otherwise are necessary or beneficial for the production, use, research, development, manufacture or commercialization of Licensed Products in the creation Field; 8.1.9. Except for the TriLogic-MilanaPharm Agreement, such Licensor is not a party to any agreement that relates to the Licensed Patents, Licensed Know-How, or imposition of any encumbrance on the rights granted to Aurion or result in the loss or impairment of AurionHammock’s rights under this Agreement; . Such Licensor has provided to Hammock a complete and accurate copy of the TriLogic-MilanaPharm Agreement, including all amendments, addendums, and exhibits. The TriLogic-MilanaPharm Agreement is legal, valid, binding, enforceable, and in full force and effect and such Licensor or (v) require its Affiliates has performed all obligations imposed upon it thereunder and is not in breach thereof, and, to the provision best of its knowledge, no other party to the TriLogic-MilanaPharm Agreement is in breach thereof. Such Licensor and its Affiliates have not received any notice that the other parties to the TriLogic-MilanaPharm Agreement intend to cancel, terminate or refuse to renew the same or to exercise or decline to exercise any option or right thereunder. The consummation of the transactions contemplated hereby will not cause a breach of the TriLogic-MilanaPharm Agreement; 8.1.10. Neither such Licensor nor any of its Affiliates has entered into any agreement or otherwise licensed, granted, assigned, transferred, conveyed or otherwise encumbered or disposed of any payment or other consideration to any third party; (f) Licensor has not granted and will not grant any license or other contingent or non contingent right, title or interest under in or to any of its assets or intellectual property rights relating to any Licensed Patent RightsIntellectual Property; 8.1.11. There are no claims, judgments, settlements, litigations, suits, actions, disputes, arbitration, judicial, administrative or is legal proceedings pending or, to the knowledge of such Licensor, threatened against such Licensor or will its Affiliates, including with respect to administrative or other governmental investigations, which would (a) be reasonably expected to affect or restrict the ability of such Licensor to consummate the transactions under any obligation, that does or will conflict with or otherwise affect this Agreement and to perform its obligations under this Agreement, including or (b) affect in any manner the Licensed Intellectual Property or such Licensor’s Control thereof; 8.1.12. To the knowledge of such Licensor, no Third Party is conducting or engaging in any activity that would constitute infringement or misappropriation of the Licensed Intellectual Property in the Field; 8.1.13. Neither such Licensor nor any of its Affiliates has disclosed to any Person (other than the other Licensor pursuant to the TriLogic-MilanaPharm Agreement), other than in the ordinary course of business, consistent with past practice and pursuant to valid written non-disclosure and non-use agreements, which are enforceable by such Licensor or its Affiliates, any proprietary or otherwise confidential information relating to the Licensed Intellectual Property, except where any such disclosure would not have adverse impact on such Licensor, the Licensed Intellectual Property or the rights granted to Hammock under this Agreement. Such Licensor has at all times maintained reasonable procedures to protect its Confidential Information and the Licensed Intellectual Property; and 8.1.14. Except as set forth on Schedule 8.1.14, to such Licensor’s representationsbest knowledge after reasonable due diligence and inquiry, warranties or obligations or Aurion’s rights or licenses hereunder: (g) There neither are nor at any time during the Term will be any encumbrances, liens or security interests involving any Licensed Patent Rights; (h) No prior art or (to Licensor’s knowledge) other information exists that would adversely affect the validity, enforceability, term or scope of any Licensed Patent Rights other than contained in the International Search Report (ISR) of patent application [***]; (i) There the Licensed Intellectual Property is valid and enforceable, (ii) no settled, objection or proceeding is pending or threatened that could reasonably be expected to affect the validity of any patent issued or patent application pending pursuant to the Licensed Intellectual Property, and (to Licensor’s knowledgeiii) threatened litigation or reissue application, re-examination, post-grant, inter partes or covered business method patent review, interference, derivation, opposition, claim of invalidity or other claim or proceeding the Technology (including in the form of any offer as delivered by Licensors to obtain a licenseHammock under this Agreement) (i) alleging does not and will not infringe upon, conflict with, or missapropriate the unpatentability, invalidity, misuse, unregistrability, unenforceability or noninfringement subject matter of, or error in any Licensed Patent Rights; (ii) challenging Licensor’s ownership of. or right to practice or license, any Licensed Patent Rights, or alleging any adverse right, title or interest with respect thereto; (iii) alleging that the practice of any Licensed Patent Rights or the making, using, offering to sell, sale or importation of any Licensed Product does or would infringe, misappropriate or otherwise violate any Patent Rights, trade secret or other intellectual property rights of any Third Party; or (iv) that challenges, or would have the effect of preventing, delaying, making illegal or otherwise interfering with this Agreement; (j) Licensor has no knowledge of any factual, legal or other reasonable basis for any litigation, claim, investigation or proceeding described in Section 9.2(i) and has not received any written, oral or other notice of any litigation, claim, investigation or proceeding described in Section 9.2(i); (k) Licensor has not brought or threatened any claim against any Third Party alleging infringement of any Licensed Patent Rights, nor is any Third Party infringing or (to Licensor’s knowledge) preparing or threatening to infringe any patent, or practicing any claim of any patent application, included as a Licensed Patent Right; (l) The recitals to this Agreement are accurate; (m) Licensor has been in compliance with each law that is or was applicable to the ownership or license of the Licensed Patent Rights. To Licensor’s knowledge, no event has occurred or circumstance exits that (with or without notice or lapse of time) could constitute or result in a violation by Licensor of, or a failure on the part of Licensor to comply with any Applicable Law or could give rise to any obligation on the party of Licensor to undertake, or to bear all or any portion of the cost of, any remedial action of ay nature. Licensor has not received any notion or communication from any Person regarding any actual, alleged, possible or potential violation of, or failure to materially comply, with any Law or actual alleged possible or potential obligation on the part of Licensor to undertake, or to bear all or any portion of the cost of a remedial action any nature.