Common use of Intellectual Property Matters Clause in Contracts

Intellectual Property Matters. (a) Schedule 4.10(a) sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: (i) the application number (if any); (ii) the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereof. (b) The Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), and, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rights. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each individual associated with the filing and prosecution of the Owned Product Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a1) Schedule 4.10(a) sets forth an accurate Licensor represents and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: warrants to Licensee that (i) it owns, free and clear of all liens and encumbrances, patents related to the application number Coal Briquetting Technology (if any); including, but not limited to, United States Patent Numbers 5,599,361, 5,487,764 and 5,453,103) and has developed and exclusively owns the Coal Briquetting Technology, including, but not limited to, printed and not printed technical data, know-how, trade secrets, copyrights, and other intellectual property rights and all other scientific or technical information in whatever form relating to, embodied in or used in the process to produce synthetic coal fuel briquettes from waste coal dust, coal fines, run of mine coal and other similar coal feedstock, and, the right to freely make, use, sell and exploit the Coal Briquetting Technology and Proprietary Binder Material used in manufacturing synthetic coal fuel briquettes from waste coal dust, coal fines, run of mine coal and other similar coal feedstocks, (ii) it has the patent or registration number (if any); sole and complete right and power to grant to Licensee the licenses granted herein, and (iii) the country sale or other jurisdiction where such Patent Right was issueduse of the rights, registered, or filed; (iv) the scheduled expiration date of Proprietary Binder Material and Coal Briquetting Technology and/or licenses granted herein as contemplated by this Agreement do not and will not infringe any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofthird-party's intellectual property rights. (b2) The Company is Except as otherwise expressly provided in this Agreement, Licensor agrees that it will not take any action or fail to take any action during the sole and exclusive owner term of all right, title and interest in each this Agreement that would negate this Agreement or cause a loss to Licensee of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), and, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rightslicenses granted hereunder. (c3) To If during the Knowledge term of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right this Agreement a third party has lapsed, expired been abandoned, or otherwise been terminated, except for infringed any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each individual intellectual property rights associated with the filing Coal Briquetting Technology or otherwise misappropriated any Coal Briquetting Technology, Licensor shall, at Licensor's expense, institute and prosecution of the Owned Product Patent Rights has complied conduct legal actions against such third party or enter into such agreements or accord in all material respects with all applicable duties of candor and good faith settlement as are deemed appropriate by Licensor, in dealing with any Patent Office, including any duty to disclose which case Licensor shall be entitled to any Patent Office all information known by such individual sums recovered in connection therewith from third parties. If Licensor does not take any action, Licensee shall have the right, but not the obligation, to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed take action as a plaintiff in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-misappropriation action affecting the Facility, and Licensee shall be entitled to any sums recovered in connection therewith from third parties. If Licensee and Licensor have jointly conducted an infringement or misappropriation action, after each party has been reimbursed for costs and expenses incurred by it in prosecuting the action, any sums recovered in connection therewith from third parties shall be distributed to Licensee and Licensor based on the proportionate amount of any Third Party’s Patents damages suffered by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not Licensee and Licensor. Licensee shall always have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit be represented at its expense by counsel of its own selection in any material respect action. In no event shall Licensor enter into any agreement or settlement inconsistent with the Company’s Commercialization terms of the Productsthis Agreement. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Schedule 4.10(a) To the knowledge of the Seller, Exhibit D sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rightsall Intellectual Property Rights that are Patents. For each Patent Right set forth on Schedule 4.10(a)Exhibit D, the Company Seller has indicated: , to the knowledge of the Seller, (i) the application number (if any); number, (ii) the patent or registration number (number, if any); , (iii) the country or other jurisdiction where such the Patent Right was issued, registered, or filed; , (iv) the scheduled expiration date of any issued Patent RightPatent, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; , and (v) the registered owner thereof. (b) The Company is To the sole and exclusive owner of all right, title and interest in each knowledge of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), and, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rights. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanySeller, each individual associated with the filing and prosecution of the Owned Product Patent Intellectual Property Rights that are Patents, including the named inventors of the Intellectual Property Rights that are Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of each such Owned Product Patent Rightof the Intellectual Property Rights that are Patents (including any relevant prior art), in each case, in those jurisdictions in the Territory where such duties exist. (hc) There To the knowledge of the Seller, no allowable or allowed or granted subject matter of the Intellectual Property Rights that are Patents is at least one valid claim in subject to any competing conception claims of allowable or allowed or granted subject matter of any Patents of any third party and have not been the subject of any interference, re-examination or opposition proceedings. (d) To the knowledge of the Seller, each of the Owned Product Patents set forth on Exhibit D which are solely owned by the Seller correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent Rights was issued or is pending. To the knowledge of the Seller, there is not any Person who is or claims to be an inventor of any of such Patents who is not a named inventor thereof. The Seller has not received any notice from any Person who is or claims to be an inventor of any of such Patents who is not a named inventor thereof. Each inventor named on any Patent set forth on Exhibit D that is solely owned by the Seller has executed a contract assigning their entire right, title and interest in and to such Patents and the inventions claimed therein, to the Seller (or to a predecessor in interest of Seller), and evidence of such assignment has been duly recorded at the United States Patent and Trademark Office. (e) With respect to each Patent set forth on Exhibit D that is not solely owned by the Seller, to the actual knowledge of the Seller, (i) each such Patent correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent was issued or is pending, (ii) there is not any Person who is or claims to be an inventor of such Patent who is not a named inventor thereof, (iii) the Seller has not received any notice from any Person who is or claims to be an inventor of such Patent who is not a named inventor thereof, and (iv) except as set forth on Schedule 4.10(a) Covering 3.10, each inventor named on any such Patent has executed a contract assigning their entire right, title and interest in and to such Patent and the Products that would be infringed by inventions claimed therein, to the Company’s owner thereof (or any Subsidiary’s Commercialization to a predecessor in interest of the Products but for owner thereof), and evidence of such assignment has been duly recorded at the Company’s United States Patent and the Subsidiaries’ rights in such Patent RightsTrademark Office. (if) To the Knowledge actual knowledge of the CompanySeller, except for information disclosed to the applicable Patent Office during prosecution each of the Owned Product Patent Rightsissued Patents set forth on Exhibit D is valid, there are no Patents, published patent applications, articles, abstracts enforceable and subsisting. The Seller has not received any opinion of counsel that any of such Patents is invalid or other prior art deemed material to patentability unenforceable. The Seller has not received notice of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect claim by any third party challenging the validity or enforceability of any of the claims of such Owned Product Patent RightsPatents. (jg) There To the knowledge of the Seller, there is no pending or, to the Knowledge of the Company, or threatened opposition, IPR, interference, reexamination, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Intellectual Property Rights set forth on Schedule 4.10(a) that are granted Patents or any granted claims therein, or that would result in could give rise to any Set-off against the payments due to the Investor Seller under this Agreement. To the Knowledge Counterparty License Agreement for the use of the Company, there related Intellectual Property Rights that are Patents. There are no Disputes by or with any Third Party third party against the Company Seller involving the Product Patent RightsLicensed Product. The Patent Rights set forth on Schedule 4.10(a) are Seller is not subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challengechange, settlement or other disposition of a DisputeDispute with respect to the Intellectual Property Rights. (kh) Except To the actual knowledge of the Seller, no third party patent issued as disclosed on Schedule 4.10(k)of the Effective Date in any Major Market Country has been or is or will be infringed by the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Licensed Product in the formulation that, to the Knowledge Seller’s actual knowledge, is being sold by the Counterparty as of the Company, and except as separately disclosed to Effective Date. (i) To the Investoractual knowledge of the Seller, there is no pending at least one valid claim in each issued Orange Book Patent that would be infringed by the Counterparty’s manufacture, use, marketing, sale, offer for sale, importation or threatened, distribution of the Licensed Product but for the Seller’s and no event the Counterparty’s rights in the issued Orange Book Patents. (j) The Seller has occurred not received any written notice of any actual or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, threatened action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, claim that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated Licensed Product infringes on any Patent patent or other intellectual property rights of any other Person or constitutes constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company . (k) The Seller has not received any notice under the Counterparty License Agreement of infringement of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s PatentsIntellectual Property Rights. (l) To the Knowledge Each of the CompanySeller and, none to the knowledge of the conceptionSeller, development and reduction Counterparty has taken reasonable precautions to practice protect the secrecy or confidentiality of the inventions claimed any Know-How in the Owned Product Patent Intellectual Property Rights has constituted whose value is derived from being secret or involved the misappropriation of trade secrets or other rights or property of any Third Partyconfidential. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Intellectual Property Rights constitute all of the Know-How and Patents owned or licensed by the Seller or any of the Seller’s Affiliates necessary for the Commercialization sale of the ProductsLicensed Product in the Field in the Territory.

Intellectual Property Matters. (a) Schedule 4.10(a) sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: (i) the application number (if any); (ii) the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereof[*]. (b) The Company is [*] [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the sole Securities and exclusive owner of all right, title and interest in each Exchange Commission pursuant to Rule 24b-2 of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbranceSecurities Exchange Act of 1934, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), and, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rightsas amended. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there There are no unpaid maintenance fees, annuities or other like payments renewal fees payable by the Seller to any Third Party that currently are overdue with respect to for any of the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanySeller, each individual associated with the filing and prosecution of the Owned Product Patent Rights Rights, including the named inventors of the Patent Rights, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of each such Owned Product of the Patent RightRights (including any relevant prior art), in each case, in those jurisdictions where such duties exist. (hd) There is at least one valid claim in each Subsequent to the issuance of the Owned Product Patent Rights, the Seller has not filed any disclaimer or made or permitted any other voluntary reduction in the scope of the Patent Rights. No allowable or allowed subject matter of the Patent Rights set forth on Schedule 4.10(a) Covering is subject to any competing conception claims of allowable or allowed subject matter of any Patents of any Third Party and have not been the Products that would be infringed by the Company’s subject of any interference, re-examination or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rightsopposition proceedings. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (je) There is no pending or, to the Knowledge of the CompanySeller, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in reasonably be expected to give rise to any Set-off against the payments due to the Investor Purchaser under this Agreement. To the Knowledge of the CompanySeller, there are no Disputes by or with any Third Party against the Company Seller involving the Product Patent RightsIncluded Product. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challengechange, settlement or other disposition of a Dispute. (kf) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents.[*] (lg) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the CompanySeller, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, is no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (qh) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company[*]. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Schedule 4.10(aSection 4.17(a) sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete Disclosure Schedule lists all proprietary software tools utilized by the Company and accurate list its Subsidiaries which are material to the operation of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For Business or performance of the Business Services, specifying in each Patent Right set forth on Schedule 4.10(a), case whether such tools are (1) owned exclusively by the Company has indicated: (i) the application number (if any); (ii) the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registeredits Subsidiaries, or filed; (iv2) licensed to the scheduled expiration date Company or its Subsidiaries. Section 4.17(a) of any issued Patent Rightthe Disclosure Schedule also specifies all Registered Intellectual Property which is included within the Business Intellectual Property and owned by, including a notation if such scheduled expiration date includes a term extension filed in the name of or supplementary protection certificate; and applied for by the Company or its Subsidiaries (v) the registered owner thereof“Business Registered Intellectual Property”). (b) The Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (aSection 4.17(b) of the definition Disclosure Schedule contains a true and complete list of “Permitted Debt”), and, all material written licenses to which either the Knowledge Company or one of its Subsidiaries is a party with respect to any of the CompanyBusiness Intellectual Property (true and complete copies of which, there are no facts that would preclude or, if none exist, written descriptions specifically identifying each such encumbered Business Intellectual Property item and the Company from having unencumbered title nature and scope of the rights encumbering such Business Intellectual Property item, together with all amendments and supplements thereto and all waivers of any terms thereof, have been provided to the Owned Product Patent RightsParent). Neither the Company nor any of its Subsidiaries has received transferred ownership of, granted any notice exclusive or non-exclusive licenses of or right to use, granted any claim by right to be later granted a license or right to use, or authorized the joint ownership of, any Third Party challenging Business Intellectual Property to any Person except pursuant to the ownership licenses identified in Section 4.17(b) of the rights of the Company in and to the Owned Product Patent RightsDisclosure Schedule. (c) To The Company and its Subsidiaries own or have the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired right to use all Business Intellectual Property in accordance compliance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of lawall applicable Laws. (d) To the Knowledge of the Company’s Knowledge, there are no unpaid maintenance feesPerson is violating, annuities infringing or other like payments that are overdue with respect to the Owned Product Patent Rightsmisappropriating any Business Intellectual Property. (e) To the Knowledge The operation of the Company, each Business as it is currently operated and through the Closing (including the performance of the Owned Product Patent Rights correctly identifies each Business Services and every inventor the delivery of the claims thereof as determined deliverables and other materials provided by the Company and its Subsidiaries in accordance connection with the laws performance of the jurisdiction Business Services), does not and will not, and will not when operated in which such Product Patent Right was issued substantially the same manner immediately following the Closing, infringe, violate or is pending. Each such inventor has executed an assignment assigning their entire rightmisappropriate any Intellectual Property Rights of any Person, title and interest in and violate any right of any Person (including any right to such Patent Rights and privacy or publicity), defame or libel any Person or constitute unfair competition or trade practices under the inventions embodiedapplicable Laws of any jurisdiction, described and/or claimed therein, to or require the Company or its Subsidiaries to an entity that has in turn executed an assignment assigning their entire right, title and interest in and grant any licenses to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereofthird parties. Neither the Company nor any of its Subsidiaries has received any notice from any Person who is claiming that the operation of the Business or claims the performance of any Business Service (1) violates or misappropriates any Intellectual Property Rights of any Person (including any right of privacy or publicity), (2) defames or libels any Person, (3) constitutes unfair competition or trade practices under the applicable Laws of any jurisdiction, or (4) requires the Company or its Subsidiaries to be an inventor grant any licenses to any third parties (nor does the Company have Knowledge of any basis for any of the Owned Product Patent Rights who is not a named inventor thereofforegoing). (f) To Each item of Business Intellectual Property owned by the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(aCompany (1) is valid, enforceable subsisting and in full force and effect. Neither , (2) has not been abandoned or passed into the Company nor its Subsidiaries has received public domain and (3) is free and clear of any opinion of counsel that any Liens (except for the licenses identified in Section 4.17(b) of the Patent Rights is, and, to the Disclosure Schedule). The Company has no Knowledge of the Companyany facts, no event has occurred circumstances or circumstance exists information that (with or without notice or lapse of time, or bothA) could, individually or in the aggregate, reasonably be expected to result in would render any of the Patent Rights becoming, Business Intellectual Property invalid or unenforceable. Neither , (B) would adversely affect any pending application for any Business Registered Intellectual Property, or (C) would adversely affect or impede the ability of the Company nor or its Subsidiaries has received to use any notice of any claim by any Third Party challenging Business Intellectual Property in the validity or enforceability of any operation of the Patent RightsBusiness as it is currently operated and through the Closing (including the performance of the Business Services and the delivery of the deliverables and the other materials provided by the Company and its Subsidiaries in connection with the performance of the Business Services). (g) To Each item of Business Intellectual Property is: (1) exclusively owned by the Knowledge Company and its Subsidiaries and was developed and created solely by employees of the CompanyCompany and its Subsidiaries acting within the scope of their employment or by third parties, each individual associated all of which employees and third parties have validly and irrevocably assigned all of their rights therein, including Intellectual Property Rights, to the Company and its Subsidiaries, such that ownership of, and all Intellectual Property Rights in and to, the item of Business Intellectual Property have vested in the Company and its Subsidiaries and no other Person owns or has any rights to any such Business Intellectual Property; (2) exclusively owned by the Company and its Subsidiaries and was acquired from a third party who executed a valid and enforceable assignment sufficient to irrevocably transfer all rights in such Business Intellectual Property (including the right to seek past and future damages with respect thereto) to the filing Company or its Subsidiaries; or (3) duly and prosecution validly licensed to the Company or its Subsidiaries for use in the manner currently used by the Company and its Subsidiaries in the operation of the Owned Product Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent OfficeBusiness and, including any duty to disclose to any Patent Office all information known by such individual as it is currently contemplated to be material to patentability used by the Company and its Subsidiaries in the operation of each such Owned Product Patent Right, in those jurisdictions where such duties existthe Business following the Closing. (h) There is at least one valid claim All personnel, including Employees, Consultants and agents, who have contributed to or participated in each the conception and development of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed Business Intellectual Property owned by the Company’s Company or its Subsidiaries have executed nondisclosure agreements in the form previously provided to Parent and either (1) have been a party to an enforceable “work-for-hire” arrangement or agreement with the Company or its Subsidiaries in accordance with any Subsidiary’s Commercialization applicable Laws that has accorded the Company or its Subsidiaries full, effective, exclusive, and original ownership of all tangible and intangible property conceived or developed by such personnel, or (2) have executed appropriate instruments of assignment, copies of which have been provided to Parent, in favor of the Products but for Company or its Subsidiaries as assignee that have assigned to the Company’s Company or its Subsidiaries exclusive ownership of all tangible and the Subsidiaries’ rights in intangible property conceived or developed by such Patent Rightspersonnel. (i) To Each of the Knowledge of Company and its Subsidiaries has taken all reasonably necessary action to maintain and protect (1) the Business Intellectual Property owned by the Company, except for (2) the secrecy, confidentiality and value of the Trade Secrets owned by the Company which are a part of the Business Intellectual Property, and (3) the Trade Secrets and confidential information disclosed provided by any Person to the applicable Patent Office during prosecution Company or its Subsidiaries, including by having and enforcing a policy requiring all current and former employees, consultants and contractors of the Owned Product Patent RightsCompany or its Subsidiaries to execute appropriate confidentiality and assignment agreements, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material copies of which have been provided to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent RightsParent. (j) There is no pending or, to the Knowledge Section 4.17(j) of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation Disclosure Schedule (1) lists any and all Open Source Software that was or is used in connection with the Business and describes the manner in which such Open Source Software was modified or distributed by the International Trade Commission Company or otherwise)its Subsidiaries, complaintif at all, arbitration(2) lists any Business Intellectual Property which includes, mediationincorporates or integrates any Open Source Software and describes the manner in which such Open Source Software is so included, demandincorporated or integrated, decree or other dispute, disagreement, proceeding, claim or inter partes review and (in each case, other than standard patent prosecution before 3) attaches a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any copy of the Patent Rights set forth on Schedule 4.10(a) terms or that would result in any Set-off against licenses governing the payments due to the Investor under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, use and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rightsall such Open Source Software. Except as disclosed on Schedule 4.10(k)described in Section 4.17(j) of the Disclosure Schedule, the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put have not used, included, incorporated or integrated any Third Party on notice of any infringement of Open Source Software in connection with the issued Patent RightsBusiness. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Section 3.11(a) of the Disclosure Schedule 4.10(a) sets forth an accurate and complete list of the Company’s currently subsisting all issued Patents and pending Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rightsapplications. For each Patent Right set forth listed on Section 3.11(a) of the Disclosure Schedule 4.10(a), the Company has indicated: Seller Parties have indicated (i) the application number (if any); countries in which such Patent is pending, allowed, granted or issued, (ii) including a notation of any term extensions, the patent or registration number (if any); and/or patent application serial number, (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any each such issued Patent RightPatent, including a notation if such (iv) the expected scheduled expiration date includes a term extension or supplementary protection certificate; of each Patent issuing from such pending Patent application once issued and (v) the registered owner thereof. (b) The Company Except as otherwise set forth on Section 3.11(a) of the Disclosure Schedule, the Seller is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (aPatents listed on Section 3.11(a) of the definition of “Permitted Debt”), and, to the Knowledge Disclosure Schedule and each of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company inventions claimed in and to the Owned Product Patent Rightssuch Patents. (c) To the Knowledge of the CompanySeller, in each Patent listed on Section 3.11(a) Schedule, there is at least one valid claim (itreating pending claim as if issued) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsedthat would be infringed by the Exploitation of the Covered Products, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of lawas applicable. (d) To the Knowledge of the Company, there There are no unpaid maintenance fees, annuities or other like payments renewal fees payable by the Seller Parties to any Third Party that currently are overdue with respect to for any of the Owned Product Patent RightsPatents. No Patents listed on Section 3.11(a) of the Disclosure Schedule have lapsed or been abandoned, cancelled or expired. (e) To the Knowledge of the CompanySeller, each of Person who has or has had any rights in or to the Owned Product Patent Rights correctly identifies Patents, including each and every inventor of named on the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor Patents, has executed an assignment a contract assigning their his, her or its entire right, title and interest in and to such Patent Rights Patents and the inventions embodied, described and/or and or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Companyowner thereof, and each such assignment contract has been duly recorded at in each Patent Office wherein it would be necessary or advisable, as determined by the United States Patent and Trademark Office. To the Knowledge of the CompanySeller Parties in their commercially reasonable judgement, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereofdocument such assignment. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanySeller, each individual associated with the filing and prosecution of the Owned Product Patent Rights Patents, including the named inventors of the Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of the Patents (including any relevant prior art), in each such Owned Product Patent Rightcase, in those jurisdictions where such duties exist. (hg) There is at least one valid claim in Subsequent to the issuance of each of Patent, neither the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To Seller Parties nor, to the Knowledge of the CompanySeller, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rightsany Counterparty, there are no Patents, published patent applications, articles, abstracts has filed any terminal disclaimer or made or permitted any other prior art deemed material to patentability of any of the inventions claimed voluntary reduction in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims term of such Owned Product Patent RightsPatent. (jh) There is no pending or, to the Knowledge of the CompanySeller, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, scope, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this AgreementIntellectual Property Rights. To the Knowledge of the CompanySeller, there are no pending or threatened Disputes by any Counterparty, or their Affiliates or sublicensees, challenging the legality, validity, scope, enforceability or ownership of any of the Intellectual Property Rights. There are no Disputes by or with any Third Party against the Company Seller Parties involving any of the Product Patent RightsCovered Products. The Patent Intellectual Property Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challengechange, settlement or other disposition of a Dispute. There are no proceedings, other than proceedings in the ordinary course of patent prosecution with respect to the Patents listed on Section 3.11(a) of the Disclosure Schedule. (ki) Except as disclosed on Schedule 4.10(k)There is no pending action, suit, proceeding, investigation or claim against a Seller Party related to the Covered Products. To the Knowledge of the Seller, there is no threatened action, suit, proceeding, investigation or claim, and, to the Knowledge of the CompanySeller, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in reasonably be expected to give rise to or serve as a basis for any, any action, suit or suit, proceeding, or any investigation or claim, and the Company has not received claim by any written notice of the foregoing, Person that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes any Covered Product does or could infringe on any Patent patent or other intellectual property rights of any other Person Third Party or constitutes constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (lj) To the Knowledge of the CompanySeller, none of the conceptionthere are no patents issued, development and reduction no pending patent applications with claims reasonably likely to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of issue, owned by any Third Party, that (A) the Counterparties, as applicable, do not have a right to use that would be infringed by Counterparty’s Exploitation of a Covered Product, as applicable, but for Counterparty’s rights in such patents and patent applications, or (B) the Seller does not have a right to use that would be infringed by the Seller’s Exploitation of a Covered Product but for the Seller’s rights in such patents and patent applications. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (nk) To the Knowledge of the CompanySeller, there is no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization Person infringing any of the Products. To Intellectual Property Rights, and neither of the Seller has received any written notice under any of the Material Contracts or put any Person on notice, of actual or alleged infringement of any of the Intellectual Property Rights. (l) The Seller and, to the Knowledge of the CompanySeller, no Patent Rights other than each Counterparty has taken all reasonable precautions to protect the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization secrecy, confidentiality and/or value of the applicable Know-How. (m) The Intellectual Property Rights constitute all of the intellectual property owned or licensed by the Seller Parties or any of their Affiliates that is, to the Seller’s Knowledge, necessary or useful for the manufacture, use or sale of the Covered Products. The Company has not received any . (n) No legal opinion of counsel regarding infringement concerning or non-infringement of with respect to any Third Party’s Patents by Party intellectual property rights relating to the Company’s Commercialization of Covered Products, including any freedom-to-operate, product clearance, patentability, validity or right-to-use opinion, has been delivered to the ProductsSeller Parties. (o) To the Knowledge of the CompanySeller, there are is no pending, published patent applications owned by Person who is or claims to be an inventor under any Third Party, which Patent who is not a named inventor thereof and the Company does not have the right to use, which, if list of inventors named in each issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization and unexpired Patent listed on Section 3.11(a) of the ProductsDisclosure Schedule is current and complete. (p) To the Knowledge The patents listed on Section 3.11(a) of the Company, no Third Party is infringing any Disclosure Schedule marked with an “*” constitute all the patents necessary or useful for the Exploitation of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement Covered Product as of the issued Patent Rightsdate hereof. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Schedule 4.10(aExcept as would not have a Company Material Adverse Effect or as set forth in Section 5.18(a) sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a)Disclosure Letter, the Company has indicated: (i) the application number (if any); (ii) the patent and its Subsidiaries solely own or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registeredco-own, or filed; have a valid license to use, all of the Company Intellectual Property free and clear of all Encumbrances (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofother than Permitted Encumbrances). (b) The Except as would not have a Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), andMaterial Adverse Effect, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rights. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) all Company Registered Intellectual Property is valid, subsisting and enforceable and (Bii) no material Owned Product as of the date hereof, none of the Company Registered Intellectual Property is the subject of any Proceeding or other challenge before any Governmental Authority to the validity, subsistence or enforceability of such Company Registered Intellectual Property except in connection with the prosecution in the Ordinary Course of Business of applications before the United States Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms and Trademark Office or any material Owned Product Patent Right applications that terminated by operation of lawequivalent Governmental Authority. (dc) To Except as would not have a Company Material Adverse Effect, to the Knowledge of the Company, the use or practice of the Company Intellectual Property in the conduct of the business of the Company and its Subsidiaries as currently conducted (including in such conduct of the business, the sale of products of the Company or any of its Subsidiaries) does not infringe, misuse, violate or constitute misappropriation of any Intellectual Property of any other Person. Except as set forth in Section 5.18(c) of the Company Disclosure Letter or as would not have a Company Material Adverse Effect, as of the date of this Agreement there are no unpaid maintenance feesProceedings pending alleging the infringement, annuities misuse, violation, or misappropriation of any Intellectual Property of any other like payments that are overdue with respect Person by the Company or any of its Subsidiaries. As of the date of this Agreement, since June 1, 2012, none of the Company or any of its Subsidiaries has received any written notice of any such infringement, misuse, violation, or misappropriation, nor, to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof are any Proceedings threatened alleging any such infringement, misuse, violation, or misappropriation except as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the would not have a Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereofMaterial Adverse Effect. (fd) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Except as would not have a Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, andMaterial Adverse Effect, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of timePerson is infringing upon, misusing, violating, or both) could, individually or in the aggregate, reasonably be expected to result in misappropriating any of the Patent Rights becoming, invalid or unenforceable. Neither the Owned Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent RightsIntellectual Property. (ge) To the Knowledge With respect to each item of the Company, each individual associated with the filing and prosecution of the Owned Product Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each such Owned Product Patent RightCompany Registered Intellectual Property, in those jurisdictions where accordance with Applicable Law, payment of all necessary registration, maintenance, annuities and renewal fees in connection with such duties existCompany Registered Intellectual Property has been made as necessary for the purpose of maintaining the registration of such Company Registered Intellectual Property, except as would not have a Company Material Adverse Effect. (hf) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that Except as would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending ornot have a Company Material Adverse Effect, to the Knowledge of the Company, threatened oppositionno employee, interferenceindependent contractor or agent of each of the Company and its Subsidiaries is in default or breach of any term of any employment agreement, reexaminationnon-disclosure agreement, injunctionor assignment of invention agreement, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability case relating to non-disclosure or ownership assignment of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Owned Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a DisputeIntellectual Property. (kg) Except as disclosed on Schedule 4.10(kwould not have a Company Material Adverse Effect, as of the date hereof, the Company and its Subsidiaries own or have a valid right to use all computer systems, networks, hardware, middleware, firmware, servers, software, databases, websites and equipment used to process, store, maintain and operate data, information, and functions to the extent used in connection with the Company’s and its Subsidiaries’ business operations (the “Company IT Systems”), and such Company IT Systems perform as reasonably required in connection with, the operation of the business as now being conducted. Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries have implemented commercially reasonable back-up, security and disaster recovery measures. (h) Except as would not have a Company Material Adverse Effect, since June 1, 2012: (i) the Company and its Subsidiaries are complying and have complied with all applicable statutes and regulations relating to privacy, data protection, and the collection and use of personal information; (ii) as of the date of this Agreement, none of the Company or any of its Subsidiaries has received any written notice of any Proceeding alleging a violation of such statutes or regulations nor, to the Knowledge of the Company, and except as separately disclosed to is any such Proceeding threatened against the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, Company or any investigation or claim, of its Subsidiaries; and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (liii) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are has been no pending, published patent applications owned loss or breach of security of personally identifiable information maintained by any Third Party, which or on behalf of the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent RightsSubsidiaries. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Schedule 4.10(a) sets forth an accurate and complete list of To the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a)'s knowledge, the Company has indicated: and its Subsidiaries own or have a valid and enforceable right to use all Intellectual Property that is material to their business or operations as presently conducted. The Intellectual Property that is owned by the Company or its Subsidiaries is not subject to any Liens or restrictions or limitations regarding ownership, use, license or disclosure (i) including any "rights in data" claims of the application number (if anyU.S. Government); (ii) , other than pursuant to a written agreement set forth in Section 3.15 of the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registeredCompany Disclosure Letter, or filed; (iv) that, individually or in the scheduled expiration date of any issued Patent Rightaggregate, including would not reasonably be expected to have a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofCompany Material Adverse Effect. (b) The Except with respect to infringement, misappropriation or other unauthorized use that, individually or in the aggregate, would not reasonably be expected to have a Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), andMaterial Adverse Effect, to the Knowledge Company's knowledge: (i) neither the Company nor any of its Subsidiaries is infringing, misappropriating or otherwise making unauthorized use of any third-party's Intellectual Property, and no claims regarding the foregoing are pending or threatened; and (ii) no third-party is infringing, misappropriating or otherwise making unauthorized use of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor 's or any of its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent RightsSubsidiaries' Intellectual Property. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated's knowledge, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) couldwould not, individually or in the aggregate, reasonably be expected to result have a Material Adverse Effect, no Governmental Authority is currently, nor since January 1, 2004 has been, entitled to claim any rights (including license rights) in: (i) any "Technical Data" (as defined below) included in or related to any Intellectual Property owned by the Company or any of its Subsidiaries, other than "Limited Rights" (as defined below); (ii) any "Computer Software" (as defined below) included in the Intellectual Property owned by the Company or any of its Subsidiaries, other than "Restricted Rights" (as defined below); (iii) any patents or patentable invention included in the Intellectual Property owned by the Company or any of its Subsidiaries; or (iv) any copyright included in the Intellectual Property owned by the Company or any of its Subsidiaries. (d) The term "INTELLECTUAL PROPERTY" as used in this Agreement means all of the following in any jurisdiction throughout the world: (i) patents, patent applications, patent disclosures and inventions; (ii) trademarks, service marks, trade dress, trade names, corporate names and Internet domain names, together with all goodwill associated therewith; (iii) copyrights; (iv) registrations for and applications to register any of the Patent Rights becomingforegoing; (v) computer software; (vi) trade secrets, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each individual associated with the filing confidential information and prosecution of the Owned Product Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Setknow-off against the payments due to the Investor under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.how; and

Intellectual Property Matters. (a) Attached hereto as Schedule 4.10(a3.11(a)(i) sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: (i) the application number (if any); (ii) is a true, correct, and complete listing of all Product Specific Patents and Joint Patents, respectively, as of the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofhereof. (b) Attached hereto as Schedule 3.11(b) is a true, correct, and complete listing of all Opiant Patents as of the date hereof. (c) The Company Seller is the sole and exclusive owner of all the entire right, title and interest in each the Opiant Know-How, Opiant Patents and Product Specific Patents, free and clear of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party Liens (other than Liens securing Indebtedness permitted to be incurred under clause (a) the License Agreement). The Seller is the joint owner with Licensee of the definition Joint Intellectual Property Rights, and the Seller’s interest therein is free and clear of “Permitted Debt”any Liens (other than the License Agreement), and, to . To the Knowledge knowledge of the CompanySeller, there are no facts that would preclude the Company Seller from having unencumbered clear title to the Owned Product Patent RightsOpiant Technology. Neither To the Company nor its Subsidiaries knowledge of the Seller, the Intellectual Property Rights constitute all Information and Patents owned or controlled by the Seller and Licensee that are necessary for the development, manufacture, having manufactured, import, use, sale, having sold, offering for sale or otherwise commercializing Narcan®. (d) Except as set forth on Schedule 3.6, to the knowledge of the Seller, all of the issued Licensed Patents are valid and enforceable, and there is no reasonable basis or grounds for any Person to claim otherwise. The Seller has not received any opinion, whether preliminary in nature or qualified in any manner, which concludes that a challenge to the validity or enforceability of any of the Licensed Patents may succeed. Except as set forth on Schedule 3.6, the Seller has not received any notice or other communication of any claim by any Third Party challenging Person challenging, or threatening to challenge, the ownership of the of, or rights of the Company Seller in and to the Owned Product Patent Rights. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandonedto, or otherwise been terminatedthe validity or enforceability of, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent RightsLicensed Patents. (e) To the Knowledge of the CompanyThe Seller has not received any notice from any, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed thereinand, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge knowledge of the CompanySeller, there is not any no, Person who is or claims to be an inventor of under any of the Owned Product Patent Rights Licensed Patents who is not a named inventor thereof. Neither Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the Company nor its Subsidiaries information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has received any notice from any Person who is or claims to be an inventor of any of been filed separately with the Owned Product Patent Rights who is not a named inventor thereofSecurities and Exchange Commission. (f) To the Knowledge knowledge of the CompanySeller, the Licensed Patents have been diligently prosecuted in each country in respect of which applications have been made in the respective Patent Office in accordance with applicable laws and regulations. To the knowledge of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanySeller, each individual associated with involved in the filing and prosecution of the Owned Product Patent Rights Licensed Patents, including the named inventors of the Licensed Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent OfficeOffice in connection with the filing and prosecution of the Licensed Patents, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of each such Owned Product Patent Rightof the Licensed Patents (including any relevant prior art), in each case, in those jurisdictions where such duties exist. (g) Except as described in the filings by the Seller with the SEC, or as set forth in the NIDA Agreement, to the knowledge of the Seller, no funding, facilities or resources of any governmental entity or any university, college or other educational institution or research center were used in the development of the Opiant Technology, and no governmental entity, university, college or other educational institution or research center has received from the Seller any ownership in or rights to any Opiant Technology. (h) There is at least one valid claim in each are no unpaid maintenance or renewal fees payable by the Seller to any third party that currently are overdue for any of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering Licensed Patents. No Licensed Patents have lapsed or been abandoned, cancelled or expired. The Seller has not, and to the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization knowledge of the Products but for Seller, Licensee has not, committed any act, or failed to commit any required act, that could reasonably be expected to cause any of the Company’s and Licensed Patents to expire prematurely or be declared invalid or unenforceable, or that estops the Subsidiaries’ rights in such Patent Rightsenforcement of any of the Licensed Patents against any third party. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent RightsExcept as set forth on Schedule 3.6, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending pending, or, to the Knowledge knowledge of the CompanySeller, threatened no threatened, opposition, interference, reexamination, reissue, inter partes review, post-grant review, cancellation, nullification, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this AgreementLicensed Patents. To the Knowledge of the Company, there There are no Disputes by or with any Third Party against the Company Person involving the Product Patent Rightsany Products. The Patent Rights set forth on Schedule 4.10(a) Licensed Patents are not subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challenge, settlement or other disposition of a Dispute. (j) To Seller’s knowledge, the exploitation of Narcan® will not infringe any Patent or other intellectual property or proprietary right of any Person. The Seller has not, and to the knowledge of the Seller, Licensee has not, received any notice or other communication of any claim by any Person asserting that the manufacture, importation, sale, offer for sale or use of Narcan® infringes or misappropriates any Patent or other intellectual property or proprietary right of any Person. (k) Narcan® is a Product. Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (l) Except as disclosed set forth on Schedule 4.10(k)3.6, to the Knowledge knowledge of the Company, and except as separately disclosed to the InvestorSeller, there is no pending Third Party infringing or threatenedthreatening to infringe the Licensed Patents or misappropriating or threatening to misappropriate the Intellectual Property Rights. Except as set forth on Schedule 3.6, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company Seller has not received any written notice under the License Agreement of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the ProductsLicensed Patents. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Part 2.7(a) of the Company Disclosure Schedule 4.10(a) sets forth an accurate a true and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: all (i) the application number (if any); Registered Owned Intellectual Property, (ii) unregistered trademarks and service marks included in the patent or registration number (if any); Owned Intellectual Property, and (iii) other Owned Intellectual Property material to the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofAcquired Corporations. (b) The Company is the sole and exclusive owner of all right, title and interest in each Each of the Owned Product Patent RightsAcquired Corporations has sufficient rights to use the Acquired Corporation IP, all of which rights shall survive unchanged the consummation of the Contemplated Transactions. The Owned Product Patent Rights are not subject to any encumbrance, Lien Acquired Corporation IP includes all Intellectual Property used or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) held for use in connection with the operation of the definition business of “Permitted Debt”)each Acquired Corporation, and, to the Knowledge of the Company, and there are no facts other items of Intellectual Property that would preclude are material to or necessary for the Company from having unencumbered title operation of the business of each Acquired Corporation or for the continued operation of the business of each Acquired Corporation immediately after the Closing in substantially the same manner as operated prior to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent RightsClosing. (c) To the Knowledge of the Company, The Acquired Corporation IP is (i) valid, subsisting and enforceable, and (Aii) no not subject to any outstanding order, judgment, injunction, decree, ruling or agreement adversely affecting any of the Acquired Corporations’ use thereof or rights thereto, or that would impair the validity or enforceability thereof. The Registered Owned Product Patent Right Intellectual Property is currently in compliance with any and all formal legal requirements necessary to record and perfect each of the Acquired Corporations’ interest therein and the chain of title thereof. Except as set forth on Schedule 4.10(ain Part 2.7(c) and of the Company Disclosure Schedule, there is no action or claim pending, asserted or threatened (Bi) no material Owned Product Patent Right has lapsedagainst any of the Acquired Corporations concerning any product or the ownership, expired been abandonedvalidity, registerability, enforceability or use of, or otherwise been terminatedlicensed right to use, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms Intellectual Property, or (ii) contesting or challenging the ownership, validity, registerability or enforceability of, or the Acquired Corporations’ or the Company Affiliates’ right to use, any material Owned Product Patent Right applications that terminated by operation of lawAcquired Corporation IP. (d) To the Knowledge knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge operation of the Company, business of each Acquired Corporation and the use of the Owned Product Patent Rights correctly identifies each Acquired Corporation IP in connection therewith does not, and every inventor has not in the last seven (7) years, infringed, misappropriated or otherwise violated or conflicted with the Intellectual Property rights of any other Person. Except as disclosed in Part 2.7(d) of the claims thereof as determined in accordance with the laws Company Disclosure Schedule, there is no action or claim pending, asserted or threatened against any of the jurisdiction in which such Product Patent Right was issued Acquired Corporations concerning any of the foregoing, nor has any of the Acquired Corporations received any notification that a license under any other Person’s Intellectual Property is or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Officemay be required. To the Knowledge of the Company, there no Person is engaging, or has engaged in the last seven (7) years, in any activity that infringes, misappropriates or otherwise violates or conflicts with any Acquired Corporation IP. (e) Consummation of the Contemplated Transactions will not result in (i) the grant of any Person who license under or creation of any lien on any Acquired Corporation IP or any Intellectual Property that is owned by or claims licensed to be an inventor Parent or any of its affiliates prior to the Closing, (ii) Parent or any of its affiliates being bound by, or subject to, any non-compete obligation, covenant not to xxx, or other restriction on the operation or scope of its business, or (iii) Parent or any of its affiliates, or any of the Owned Product Patent Rights who is not a named inventor thereof. Neither Acquired Corporations, being obligated to pay any royalties, honoraria, fees or other payments to any Person in excess of those payable by the Company nor its Subsidiaries has received or any notice from any Person who is or claims other Acquired Corporations prior to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereofClosing. (f) To the Knowledge Except as set forth in Part 2.7(f) of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the CompanyDisclosure Schedule, no event has occurred or circumstance exists that (with or without notice or lapse of timeuniversity, military, educational institution, research center, Governmental Body, or bothother organization (each, a “R&D Sponsor”) could, individually or has sponsored research and development conducted in connection with the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability businesses of any of the Patent RightsAcquired Corporations, or has any claim of right to, ownership of or other lien on any Acquired Corporation IP. No research and development conducted in connection with the businesses of any of the Acquired Corporations was performed by a graduate student or employee of any R&D Sponsor. None of the Acquired Corporations have participated in any standards-setting activities or joined any standards setting or similar organization that would affect the proprietary nature of any Acquired Corporation IP or restrict the ability of any of the Acquired Corporations to enforce, license or exclude others from using any Acquired Corporation IP. (g) To the Knowledge No employee, independent contractor, or agent of the CompanyAcquired Corporations is in default or breach of any term of any employment agreement, each individual associated with the filing and prosecution non-disclosure agreement, assignment of the Owned Product Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s invention agreement or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed similar agreement relating to the applicable Patent Office during prosecution protection, ownership, development, use or transfer of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending Acquired Corporation IP or, to the Knowledge of the Company, threatened oppositionany other Intellectual Property and the Acquired Corporations, interferencein the ordinary course, reexaminationenter into such agreements with its employees, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this Agreementindependent contractors and agents. To the Knowledge of extent that any Intellectual Property has been conceived, developed or created for the Company, there are no Disputes Acquired Corporations by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company applicable Acquired Corporation, has not received any notice executed valid and enforceable written agreements with such Person with respect thereto transferring to such Acquired Corporation the entire and unencumbered right, title and interest therein and thereto by operation of any claim law or by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patentsvalid written assignment. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. Schedule 2.2(g) lists and describes all of the Intellectual Property Rights during the periods covered by the Audited Financial Statements. Without limiting the generality of any other provision of this Article VII, except for matters reflected on Schedule 7.9, the following statements are true with respect to the Intellectual Property Rights: (a) Schedule 4.10(a) sets forth an accurate and complete list Seller owns or has the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property necessary or desirable for the operation of the Company’s currently subsisting Patent Rights, including a complete Business as conducted during the periods covered by the Audited Financial Statements and accurate list as operated since the date of the last Audited Financial Statements. Each item of Intellectual Property Rights owned or used by Seller immediately prior to the Closing will be owned or available for use by the Buyer or a designated Affiliate of Buyer on identical terms and conditions immediately subsequent to the Closing (subject to obtaining any necessary Third Person Consent to the transfer of such Intellectual Property Rights). Seller has taken, and Seller has caused its Affiliates to take, all necessary and desirable action to maintain and protect each item of Intellectual Property owned or used in the Business. Each item of Intellectual Property owned or used in the Business has been duly registered with the Governmental Authorities in accordance with Applicable Law. Each item of Intellectual Property Rights is currently subsisting Owned Product Patent Rights. The Company does being actively used by the Business and its use has not have been abandoned, and, to the best of Seller’s knowledge, no Basis exists for asserting that any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), such item is not being actively used by the Company Business or that its use has indicated: (i) the application number (if any); (ii) the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofbeen abandoned. (b) The Company In conducting the Business and in operating the Assets, (i) neither Seller nor any of its Affiliates is the sole interfering with, infringing upon, misappropriating or otherwise coming into conflict with, or has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third Persons, and exclusive owner (ii) neither Seller nor any of all right, title and interest in each its Affiliates nor any of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party directors and officers (other than Liens securing Indebtedness permitted to be incurred under clause (aand employees with responsibility for Intellectual Property matters) of the definition Seller and its Affiliates has ever been notified or advised of “Permitted Debt”any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that any of Seller and its Affiliates must license or refrain from using any Intellectual Property rights of any third Person). No third Person has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property Rights, and, to the Knowledge best knowledge of the CompanySeller and its Affiliates, there are no facts Basis exists for asserting that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries any such interference, infringement, misappropriation or violation has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rightsoccurred. (c) To Part A of Schedule 2.2(g) identifies each patent or registration that has been issued to Seller and its Affiliates with respect to the Knowledge Intellectual Property of the CompanyBusiness, identifies each pending patent application or application for registration which any of Seller and its Affiliates has made with respect to any Intellectual Property of the Business, and identifies each license, agreement, or other permission which any of Seller and its Affiliates has granted to any third Person with respect to any Intellectual Property of the Business (together with any exceptions). Seller has delivered to Buyer correct and complete copies of all such patents, registrations, applications, licenses, agreements, and permissions (as amended to date) and has made available to Buyer correct and complete copies of all other written documentation evidencing ownership and prosecution (if applicable) of each such item. Part B of Schedule 2.2(g) identifies each trade name or unregistered trademark used by any of Seller and its Affiliates in connection with the Business. Without limiting the generality of any other provision of this Article VII, with respect to each item of Intellectual Property required to be identified in Part A or Part B of Schedule 2.2(g): (i) the Seller possesses all right, title, and interest in and to the item, free and clear of any Encumbrance, license, or other restriction; (Aii) the item is not subject to any outstanding judgment, order, decree, ruling, or charge; (iii) no Owned Product Patent Right set forth on Schedule 4.10(a) Action is pending or, to the best knowledge of Seller and (B) no material Owned Product Patent Right has lapsedits Affiliates, expired been abandonedthreatened which challenges the legality, validity, enforceability, use, or otherwise ownership of the item; (iv) the Intellectual Property Rights have been terminatedvalidly granted, except are in full force and effect, are enforceable, are not subject to cancellation for non-use and are properly owned by Seller (with all prior steps in the chain of title recorded with respect thereto); and (v) neither Seller nor any such material issued Owned Product Patent Right that expired in accordance of its Affiliates has ever agreed to indemnify any Person for or against any interference, infringement, misappropriation, or other conflict with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of lawrespect to the item. (d) To Part C of Schedule 2.2(g) identifies each item of Intellectual Property that any third Person owns and that is or has been used in the Knowledge Business pursuant to license, sublicense, agreement, or permission. Seller has delivered to Buyer correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). Without limiting the Companygenerality of any other provision of this Article VII, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights.each item of Intellectual Property required to be identified in Part C of Schedule 2.2(g): (ei) To the Knowledge of license, sublicense, agreement, or permission covering the Companyitem is legal, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable binding, enforceable, and in full force and effect. Neither ; (ii) the Company nor its Subsidiaries has received any opinion of counsel that any license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the Patent Rights is, and, transactions contemplated hereby (subject to obtaining the Third Person Consent to the Knowledge transfer of such Intellectual Property Rights that are listed on Schedule 7.9); (iii) no party to the Companylicense, no event has occurred or circumstance exists that (with or without notice or lapse of timesublicense, agreement, or both) could, individually permission is in breach or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each individual associated with the filing and prosecution of the Owned Product Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the Investor, there is no pending or threateneddefault, and no event has occurred or circumstance exists that (which with or without notice or lapse of timetime would constitute a breach or default or permit termination, modification, or bothacceleration thereunder; (iv) would result in or serve as a basis for anyno party to the license, actionsublicense, suit or proceedingagreement, or permission has repudiated any investigation provision thereof; (v) to the best knowledge of Seller and its Affiliates, the underlying item of Intellectual Property is not subject to any outstanding judgment, order, decree, ruling, or claimcharge; (vi) no Action is pending or, to the best knowledge of Seller and its Affiliates, threatened which challenges the Company has not received any written notice legality, validity, or enforceability of the foregoingunderlying item of Intellectual Property; and (vii) neither Seller nor any of its Affiliates has granted any sublicense or similar right with respect to the license, that claims that the manufacturesublicense, useagreement, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patentspermission. (le) To The Business has not interfered with, infringed upon, misappropriated or otherwise come into conflict with, any Intellectual Property rights of third Persons, and, to the Knowledge best knowledge of the CompanySeller and its Affiliates, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments no Basis exists that occurred during the normal course of patent prosecution of any such owned Product Patent Rightinterference, infringement, misappropriation or violation will occur. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Schedule 4.10(a) Exhibit D sets forth an accurate and complete list of the Company’s currently subsisting Patent Rightsall Product Patents and patent applications, including a complete and accurate list of the currently subsisting Owned for each such Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicatedPatent: (i) the application number (if any); jurisdictions in which such Product Patent is pending, allowed, granted or issued, (ii) the patent number or registration number (if any); pending patent application serial number, (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any such issued Patent RightProduct Patent, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; extensions granted and applied for, and (viv) the registered owner thereofof such Product Patent. (b) The Company is the sole and exclusive owner Each claim of all right, title and interest in each of the Owned any issued Product Patent Rights. The Owned or patent application that covers a Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), andis, to the Knowledge of the CompanySeller, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rightsa Valid Claim. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the CompanySeller’s Knowledge, there are no unpaid maintenance fees, annuities or other like payments renewal fees payable to any Third Party that currently are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of for any of the Owned Product Patent Rights who is not a named inventor thereofPatents. Neither the Company nor its Subsidiaries has received any notice from any Person who is No Product Patents have lapsed or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Companybeen abandoned, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effectcancelled or expired. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each Each individual associated with the filing and prosecution of the Owned Patents, including the named inventors of the Product Patent Rights Patents, has to Seller’s Knowledge complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of each such Owned of the Product Patent RightPatents (including any relevant prior art), in each case, in those jurisdictions where such duties exist. (hd) There is at least one valid claim in each Subsequent to the issuance of any of the Owned Product Patent Rights set forth on Schedule 4.10(aPatents, neither Seller nor, to the Knowledge of Seller (without a duty of reasonable inquiry), Bayer or any Sublicensee has filed any disclaimer or made or permitted any other voluntary reduction in the scope of such Product Patent. Seller has not been and is not currently involved in any interference, re-examination, opposition, derivation or other post-grant proceedings involving any of the Product Patents, and to Seller’s Knowledge (without a duty of reasonable inquiry) Covering no allowable or allowed subject matter of the Products that Product Patents is subject to any competing conception claims of allowable or allowed subject matter of any Product Patents of any Third Party. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights.competitively harmful if publicly disclosed (ie) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent RightsSeller, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, derivation or other post-grant proceeding, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) pending or, to the Knowledge of Seller, threatened, involving Seller, or, to the Knowledge of Seller, pending or threatened against any other Person (including Bayer and any Sublicensees) challenging the legality, validity, enforceability or ownership of or otherwise relating to any of the Patent Product IP Rights set forth on Schedule 4.10(a(including the Product Patents) or that would result in could give rise to any Set-off against the payments due Purchased Payments. There are no Disputes pending, or to the Investor under this AgreementKnowledge of Seller, threatened, involving Seller and any Product, or, to the Knowledge of Seller, pending or threatened against any other Person (including Bayer and any Sublicensees) and relating to any Product. To the Knowledge of the CompanySeller, there are no Disputes by or with neither any Third Party against the Company involving of the Product Patent Rights. The Patent IP Rights set forth on Schedule 4.10(a(including the Patents) are not nor any Products is subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challenge, settlement or other disposition of a Dispute. (kf) Except as disclosed on Schedule 4.10(k)There is no pending or, to the Knowledge of the CompanySeller (without a duty of reasonable inquiry), and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in could reasonably be expected to give rise to or serve as a basis for any, action, suit or proceeding, or any investigation or claimclaim by any Person to which Seller or, to the Knowledge of Seller (without a duty of reasonable inquiry), Bayer or any Sublicensee is or could be a party, and the Company Seller has not received any written notice of the foregoing, and, to the Knowledge of Seller (without a duty of reasonable inquiry), neither Bayer nor any Sublicensees have received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of any Product by Seller or Bayer or any of their Affiliates and/or Sublicensees pursuant to the Products as currently contemplated infringes Bayer License Agreement does or could infringe on any Patent patent or other intellectual property rights of any other Person or constitutes constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(kTo the Knowledge of Seller (without a duty of reasonable inquiry), there are no issued Patents owned by any Third Party that limit or would be infringed by the Company manufacture, use, marketing, sale, offer for sale, importation or distribution of any Product, and, to the Knowledge of Seller (without a duty of reasonable inquiry), there are no pending patent applications owned by any Third Party containing claims that, if a Patent issues thereon, would limit or be infringed by the manufacture, use, marketing, sale, offer for sale, importation or distribution of any Product. (g) To the Knowledge of Seller (without a duty of reasonable inquiry), there is no Third Party infringing any Product IP Rights. Seller has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Product IP Rights. (qh) There are no CopyrightsEach of Seller and, Trademarks, Trade Secrets or domain names material to the Commercialization Knowledge of Seller, Bayer has taken all reasonable precautions to protect the Products by secrecy, confidentiality and/or value of any Product IP Rights that are know-how or other trade secrets, except where the Companyfailure to do so could not reasonably be expected to result in an Adverse Change. (ri) To Except for the Product Patents, to the Knowledge of Seller, neither Seller nor any of Seller’s Affiliates controls any Patents that, absent a license, would be infringed by the Companymanufacture, the use, sale, offer for sale or importation of any Product. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed (j) Seller has not received and is not otherwise in possession of any written legal opinion with respect to any Third Party intellectual property rights relating to any Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Productsor Product Patent, including any freedom-to-operate, product clearance, patentability or right-to-use opinion.

Intellectual Property Matters. (a) Schedule 4.10(a) sets forth an accurate The only Intellectual Property Rights that are Patents are U.S. patent number 6,060,499, which expires on August 14, 2017, U.S. patent number 6,586,458, which expires on August 14, 2017, U.S. patent number 8,022,095, which expires on August 14, 2017, U.S. patent number 7,332,183, which expires on October 2, 2025 and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: (i) the U.S. patent application number (if any); (ii) 13/183,983, filed on July 15, 2011. Each of such Patents is owned by the Seller and, with the exception of U.S. patent or registration application number (if any); (iii) 13/183,983, has been issued in the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofUnited States. (b) The Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), and, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rights. (c) To the Knowledge of the CompanySeller, (i) (A) no Owned Product each claim that has been issued or granted by the appropriate Patent Right set forth on Schedule 4.10(a) Office included in the relevant Intellectual Property Rights that are patents and (B) no material Owned Product Patent Right has lapsedthat covers MT 400, expired been abandonedas disclosed in the Dataroom, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of lawis valid and enforceable. (dc) To the Knowledge of the Company, there There are no unpaid maintenance fees, annuities or other like payments renewal fees payable by the Seller to any third party that currently are overdue for any of the Intellectual Property Rights that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the CompanyPatents. No Intellectual Property Rights that are Patents have lapsed or been abandoned, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued cancelled or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Officeexpired. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanySeller, each individual associated with the filing and prosecution of the Owned Product Patent Intellectual Property Rights that are Patents, including the named inventors of the Intellectual Property Rights that are Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of each such Owned Product Patent Rightof the Intellectual Property Rights that are Patents (including any relevant prior art), in each case, in those jurisdictions in the Territory where such duties exist. (hd) There is at least one valid claim Except as disclosed in each the Dataroom, subsequent to the issuance of the Owned Product Patent Intellectual Property Rights set forth on Schedule 4.10(a) Covering that are Patents, neither the Products that would be infringed by Seller nor, to the Company’s or any Subsidiary’s Commercialization Knowledge of the Products but for Seller, Counterparty has filed any disclaimer or made or permitted any other voluntary reduction in the Company’s and scope of the Subsidiaries’ rights in such Patent Rights. (i) Intellectual Property Rights that are Patents. To the Knowledge of the CompanySeller, except for information disclosed to the applicable Patent Office during prosecution no allowable or allowed subject matter of the Owned Product Patent Rights, there Intellectual Property Rights that are no Patents, published patent applications, articles, abstracts Patents is subject to any competing conception claims of allowable or other prior art deemed material to patentability allowed subject matter of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability Patents of any third party and have not been the subject of the claims of such Owned Product Patent Rightsany interference, re-examination or opposition proceedings. (je) There Except as described in the filings by the Seller with the SEC, or as otherwise disclosed in the Dataroom, there is no pending or, to the Knowledge of the CompanySeller, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Intellectual Property Rights set forth on Schedule 4.10(a) or that would result in any Set-off could give rise to a credit against the payments due to the Investor Seller under this Agreement. To the Knowledge Counterparty License Agreement for the use of the Companyrelated Intellectual Property Rights. Except as described in the filings by the Seller with the SEC, or as otherwise disclosed in the Dataroom, there are no Disputes by or with any Third Party third party against the Company Seller involving MT 400. Except as described in the Product Patent Rights. The Patent filings by the Seller with the SEC, or as otherwise disclosed in the Dataroom, the Intellectual Property Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challengechange, settlement or other disposition of a Dispute. (kf) Except as disclosed on Schedule 4.10(k)There is no pending or, to the Knowledge of the CompanySeller, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in reasonably be expected to give rise to or serve as a basis for any, action, suit or proceeding, or any investigation or claimclaim by any Person to which the Seller or, to the Knowledge of the Seller, to which Counterparty is or would reasonably be expected to be a party, and the Company Seller has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of MT 400 by Counterparty or any Affiliate of Counterparty pursuant to the Products as currently contemplated infringes Counterparty License Agreement does or could infringe on any Patent patent or other intellectual property rights of any other Person or constitutes constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), rights arising under the Company has not received any notice laws of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed jurisdiction in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the ProductsTerritory. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the CompanySeller, there are no pending, published pending patent applications owned by any Third Party, which the Company does not have the right to use, whichthird party that, if issued with claims reasonably likely to issueissued, would limit or prohibit prohibit, in any material respect respect, the Company’s Commercialization manufacture, use or sale of MT 400 by the ProductsSeller or Counterparty in the Territory. (pg) To MT 400 falls within the definition of Collaboration Product and a Product. Treximet is the only Lead Product, falls within the definition of MT 400, and contains Naproxen and Sumatriptan. MT 400 is not an Other Marketed Product, an Other Novel Product or an Other Product. MT 400 does not contain Naratriptan. (h) Except as described in the filings by the Seller with the SEC, or as otherwise disclosed in the Dataroom, to the Knowledge of the CompanySeller, there is no Third Party is third party infringing any Intellectual Property Rights. Except as disclosed in the Dataroom, the Seller has not received any written notice under the Counterparty License Agreement of infringement of any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Intellectual Property Rights. (qi) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization Each of the Products by the Company. (r) To Seller and, to the Knowledge of the CompanySeller, Counterparty has taken all reasonable precautions to protect the Product Patent secrecy and confidentiality of the POZEN Know-How. (j) The Intellectual Property Rights constitute all of the Patents intellectual property owned or licensed by the Seller or any of the Seller’s Affiliates necessary for the Commercialization sale of MT 400 in the ProductsTerritory.

Intellectual Property Matters. (a) Schedule 4.10(a) 3.9 sets forth an accurate and complete list of all issued patents and pending patent applications within the Company’s currently subsisting Patent Rights, including a complete and accurate list Licensed Patents as of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent RightsEffective Date. For each Licensed Patent Right set forth listed on Schedule 4.10(a), 3.9 the Company Seller has indicated: indicated (i) the application number (if any); countries in which such Licensed Patent is pending, allowed, granted or issued, (ii) the patent number or registration number (if any); patent application serial number, (iii) the country issue or other jurisdiction where filing date of each such Patent Right was issuedissued Licensed Patent, registered, or filed; and (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereof. Except as set forth on Schedule 3.9, Seller is the sole owner of, and has the sole interest in, all of the Licensed Patents. (b) The Company is There are no unpaid maintenance or renewal fees payable by the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject Seller to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) that currently are overdue for any of the definition Licensed Patents. No Licensed Patents have lapsed or been abandoned, cancelled or expired, except for any such Licensed Patents abandoned pursuant to the exercise of “Permitted Debt”), reasonable judgment and in the ordinary course of business. Each of the issued Licensed Patents listed on Schedule 3.9 is in full force and effect and, to the Knowledge of the CompanySeller, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in is valid and to the Owned Product Patent Rights. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Officeenforceable. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanySeller, each individual associated with the filing and prosecution of the Owned Product Patent Rights Licensed Patents, including the named inventors of the Licensed Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of the Licensed Patents (including any relevant prior art), in each such Owned Product Patent Rightcase, in those jurisdictions in the Territory where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the CompanySeller, threatened opposition, interference, reexamination, post-grant review or similar administrative proceedings, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceedingproceeding or claim to which Seller is a party or, claim to the Knowledge of the Seller, to which MSK is a party, and (ii) to the Knowledge of the Seller, there is no pending or inter partes review threatened hearing, inquiry or investigation (in each case, by the International Trade Commission or any other than standard patent prosecution before a Patent OfficeGovernmental Authority) (collectively, (i) and (ii), “Disputes”), in each case of (i) and (ii) challenging the legality, validity, scope, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) Licensed Patents, other than routine maintenance and prosecution of the Licensed Patents, or that would result in give rise to any Set-off Royalty Reduction against the payments due to the Investor Seller under this the Commercialization Agreement. To The Licensed Patents owned by the Seller, and, to the Knowledge of the CompanySeller, there are no Disputes by or with any Third Party against the Company involving the Product Patent other Intellectual Property Rights. The Patent Rights set forth on Schedule 4.10(a) , are not subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challenge, settlement or other disposition of a Dispute. (kd) Except as disclosed on Schedule 4.10(k)There is no pending or, to the Knowledge of the CompanySeller, and except as separately disclosed threatened action, suit, proceeding, governmental investigation, or claim to which the Seller or any of its Affiliates is a party nor, to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice Knowledge of the foregoingSeller, to which Licensee is a party, by any Person that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes Product does or will infringe on any Patent issued patent or other intellectual property rights of any other Person Third Party or constitutes constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k)To the Knowledge of Seller, the Company has not received any notice of any claim there are no issued patents owned by any a Third Party asserting that would be infringed by the Company’s Commercialization manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products infringes such Third Party’s PatentsProduct in the Territory. (le) To the Knowledge of the CompanySeller, none there is no Person infringing any of the conceptionIntellectual Property Rights, development and reduction to practice nor has the Seller received any written notice under the Commercialization Agreement of infringement of any of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third PartyIntellectual Property Rights. (mf) No Company Party The Seller and, to the Knowledge of the Seller, Licensee has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction taken commercially reasonable precautions to protect the confidentiality of the Know-How that is comprised in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent RightIntellectual Property Rights. (ng) The Intellectual Property Rights constitute all of the intellectual property owned or licensed by the Seller or any of the Seller’s Affiliates that, to the Seller’s Knowledge, would be infringed by the use, making, sale, offer for sale or importation of the Product in the Field in the Territory. (h) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the CompanySeller, there are is no pending, published patent applications owned by Person who is or claims to be an inventor under any Third Party, which the Company does Licensed Patent who is not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Productsa named inventor thereof. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Schedule 4.10(a) sets forth an accurate Except for those matters which, individually and complete list of in the Company’s currently subsisting Patent Rightsaggregate, including have not had and would not reasonably be expected to have a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a)Material Adverse Effect, the Company has indicated: (i) the application number Company and each of its Subsidiaries owns, or is licensed to use (if anyin each case, free and clear of any Liens, other than Permitted Liens); , all Intellectual Property (as defined below) used in or necessary for the conduct of its business as currently conducted by it, (ii) the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereof. (b) The Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), and, to the Knowledge of the Company, there are no facts that would preclude the use of any Intellectual Property by the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor and its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of does not infringe on or otherwise violate the rights of the Company in any Person and to the Owned Product Patent Rights. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired is in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect applicable license pursuant to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received acquired the right to use any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Intellectual Property, (fiii) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred Person is challenging or circumstance exists that (with infringing upon or without notice otherwise violating any Intellectual Property owned or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither licensed by the Company nor or its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. and (giv) To the Knowledge of the Company, each individual associated with the filing and prosecution of the Owned Product Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by neither the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of Company nor any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the Investor, there is no pending or threatened, and no event its Subsidiaries has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of any pending claim with respect to any Intellectual Property owned or licensed by the Company or its Subsidiaries and no Intellectual Property owned or licensed by the Company or its Subsidiaries is being used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of such Intellectual Property. For the purposes of this Agreement, "Intellectual Property" shall mean trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and the registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, that claims that the manufactureincluding any extension, use, marketing, sale, offer for sale, importation modification or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution renewal of any such owned Product Patent Right. (n) To the Knowledge of the Companyregistration or application; inventions, no Third Party’s Patent has beendiscoveries and ideas, whether patentable or isnot, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect jurisdiction; patents, applications for patents (including divisions, continuations, continued prosecution applications, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; know-how, trade secrets and confidential information and rights in any jurisdiction to limit the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement use or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned disclosure thereof by any Third PartyPerson; writings and other works, which the Company does not have the right to usewhether copyrightable or not, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization jurisdiction; and registrations or applications for registration of the Productscopyrights in any jurisdictions, and any renewals or extensions thereof. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Section 3.11(a) of the Disclosure Schedule 4.10(a) sets forth an accurate and complete list of the Company’s currently subsisting all issued Patents and pending Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rightsapplications. For each Patent Right set forth listed on Section 3.11(a) of the Disclosure Schedule 4.10(a), the Company has indicated: Seller Parties have indicated (i) the application number (if any); countries in which such Patent is pending, allowed, granted or issued, (ii) including a notation of any term extensions, the patent or registration number (if any); and/or patent application serial number, (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any each such issued Patent RightPatent, including a notation if such (iv) the expected scheduled expiration date includes a term extension or supplementary protection certificate; of each Patent issuing from such pending Patent application once issued and (v) the registered owner thereof. (b) The Except as otherwise set forth on Schedule 3.11(a) of the Disclosure Schedule, the Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (aPatents listed on Section 3.11(a) of the definition of “Permitted Debt”), and, to the Knowledge Disclosure Schedule and each of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company inventions claimed in and to the Owned Product Patent Rightssuch Patents. (c) To the Knowledge of the CompanySellers, in each Patent listed on Section 3.11(a) of the Disclosure Schedule, there is at least one valid claim (itreating pending claim as if issued) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsedthat would be infringed by the Exploitation of the Covered Products, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of lawas applicable. (d) To the Knowledge of the Company, there There are no unpaid maintenance fees, annuities or other like payments renewal fees payable by the Seller Parties to any Third Party that currently are overdue with respect to for any of the Owned Product Patent RightsPatents. No Patents listed on Section 3.11(a) of the Disclosure Schedule have lapsed or been abandoned, cancelled or expired. (e) To the Knowledge of the CompanySellers, each of Person who has or has had any rights in or to the Owned Product Patent Rights correctly identifies Patents, including each and every inventor of named on the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor Patents, has executed an assignment a contract assigning their his, her or its entire right, title and interest in and to such Patent Rights Patents and the inventions embodied, described and/or and or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Companyowner thereof, and each such assignment contract has been duly recorded at in each Patent Office wherein it would be necessary or advisable, as determined by the United States Patent and Trademark Office. To the Knowledge of the CompanySeller Parties in their commercially reasonable judgement, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereofdocument such assignment. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanySellers, each individual associated with the filing and prosecution of the Owned Product Patent Rights Patents, including the named inventors of the Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of the Patents (including any relevant prior art), in each such Owned Product Patent Rightcase, in those jurisdictions where such duties exist. (hg) There is at least one valid claim in Subsequent to the issuance of each of Patent, neither the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To Seller Parties nor, to the Knowledge of the CompanySellers, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rightsany Counterparty, there are no Patents, published patent applications, articles, abstracts has filed any disclaimer or made or permitted any other prior art deemed material to patentability of any of the inventions claimed voluntary reduction in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims scope of such Owned Product Patent RightsPatent. (jh) There is no pending or, to the Knowledge of the CompanySellers, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, scope, enforceability or ownership of any of the Patent Intellectual Property Rights set forth on Schedule 4.10(a) or that would result in give rise to any Set-off Royalty Reduction against the payments due to the Investor Sellers under this Agreementthe Covered License Agreements. To the Knowledge of the CompanySellers, there are no pending or threatened Disputes by any Counterparty, or their Affiliates or sublicensees, challenging the legality, validity, scope, enforceability or ownership of any of the Intellectual Property Rights or that would give rise to any Royalty Reduction against the payments due to the Sellers under the Covered License Agreements. There are no Disputes by or with any Third Party against the Company Seller Parties involving any of the Product Patent RightsCovered Products or, to the Knowledge of the Sellers, any Counterparty or any of its sublicensees involving any of the Licensed Products. The Patent Intellectual Property Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challengechange, settlement or other disposition of a Dispute. There are no proceedings, other than proceedings in the ordinary course of patent prosecution with respect to the Patents listed on Section 3.11(a) of the Disclosure Schedule. (ki) Except as disclosed on Schedule 4.10(k)There is no pending action, suit, proceeding, investigation or claim related to the Covered Products. To the Knowledge of the Sellers, there is no pending action, suit, proceeding, investigation, or claim, related to the Licensed Products. To the Knowledge of the Sellers, there is no threatened action, suit, proceeding, investigation or claim, and, to the Knowledge of the CompanySellers, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in reasonably be expected to give rise to or serve as a basis for any, any action, suit or suit, proceeding, or any investigation or claim, and the Company has not received claim by any written notice of the foregoing, Person that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes any Covered Product does or could infringe on any Patent patent or other intellectual property rights of any other Person Third Party or constitutes constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (lj) To the Knowledge of the CompanySellers, none of the conceptionthere are no patents issued, development and reduction no pending patent applications with claims reasonably likely to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of issue, owned by any Third Party, that (i) the Counterparties, as applicable, do not have a right to use (A) that would be infringed by Counterparty’s Exploitation of a Licensed Product, as applicable, but for Counterparty’s rights in such patents and patent applications, or (B) that would give rise to any Royalty Reduction against the payments due to the Sellers under the Covered License Agreements or (ii) the Company does not have a right to use that would be infringed by the Company’s Exploitation of a Company Product but for Company’s rights in such patents and patent applications. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (nk) To the Knowledge of the CompanySellers, there is no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization Person infringing any of the Products. To Intellectual Property Rights, and neither of the Sellers has received any notice under any of the Covered License Agreements or put any Person on notice, of actual or alleged infringement of any of the Intellectual Property Rights. (l) Each of the Sellers and, to the Knowledge of the CompanySellers, no Patent Rights other than each Counterparty has taken all reasonable precautions to protect the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization secrecy, confidentiality and/or value of the applicable Know-How. (m) The Intellectual Property Rights constitute all of the intellectual property owned or licensed by the Seller Parties or any of their Affiliates that is, to the Sellers’ Knowledge, necessary or useful for the manufacture, use or sale of the Covered Products. The Company has not received any . (n) No legal opinion of counsel regarding infringement concerning or non-infringement of with respect to any Third Party’s Patents by Party intellectual property rights relating to the Company’s Commercialization of Covered Products, including any freedom-to-operate, product clearance, patentability, validity or right-to-use opinion, has been delivered to the ProductsSeller Parties. (o) To the Knowledge of the CompanySellers, there are is no pending, published patent applications owned by Person who is or claims to be an inventor under any Third Party, which Patent who is not a named inventor thereof and the Company does not have the right to use, which, if list of inventors named in each issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization and unexpired Patent listed on Section 3.11(a) of the Products. Disclosure Schedule is current and complete. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights[***]. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Schedule 4.10(a) Exhibit E sets forth an accurate and complete list of all pending Licensed Patents licensed to Incyte pursuant to the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: (i) the application number (if any); (ii) the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereof. (b) The Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”)Incyte Agreement, and, to the Knowledge of the CompanySeller and its Affiliates, there are no facts that would preclude the Company from having unencumbered title Exhibit E sets forth an accurate and complete list of all pending Licensed Patents licensed to Merck pursuant to the Owned Product Merck Agreement, including for each such Licensed Patent: (i) the jurisdictions in which such Licensed Patent Rights. Neither application is pending, (ii) the Company nor its Subsidiaries has received any notice pending patent application serial number, and (iii) the owner of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product such Licensed Patent Rightsapplication. (cb) To the Knowledge of Seller and its Affiliates, the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired Licensed Patents have been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired diligently prosecuted in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Officeapplicable Law. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor Seller and its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanyAffiliates, each individual associated with involved in the filing and prosecution of the Owned Product Patent Rights Licensed Patents has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any the United States Patent Office all information known by such individual to be material to patentability in connection with the filing and prosecution of each such Owned Product Patent Right, in those jurisdictions where such duties existthe Licensed Patents. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (ic) To the Knowledge of the CompanySeller and its Affiliates, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, (i) there are no Patents, published patent applications, articles, abstracts unpaid maintenance or other prior art deemed material renewal fees payable by Seller to patentability of any Governmental Authority or Third Party that currently are overdue for any of the inventions claimed in the Owned Product Patent RightsLicensed Patents and (ii) no Licensed Patents have lapsed or been abandoned, cancelled or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rightsexpired. (jd) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this Agreement. To the Knowledge of Seller and its Affiliates, the CompanyLicensed Patents have not been the subject of any litigation, there are no Disputes by interference, reissue, inter partes review, post-grant review, or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Disputere-examination proceedings. (ke) Except as disclosed on Schedule 4.10(k), to To the Knowledge of the CompanySeller and its Affiliates, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company Seller Parent has not received any written notice of any pending or threatened Dispute, litigation, interferences, inter partes reviews, post-grant reviews, reexaminations, or like patent office proceedings involving any Licensed Patents. (f) To the foregoingKnowledge of Seller and its Affiliates, neither Seller Parent or any of its Affiliates has received written notice of any threatened or actual action, suit or proceeding - 15 – [********] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated a Product infringes on any Patent patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (lg) To the Knowledge of the CompanySeller and its Affiliates, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, there is no Third Party’s Patent Party infringing any Licensed Patents. Neither Seller nor any of its Affiliates has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion notice of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the ProductsLicensed Patents. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Schedule 4.10(a) With respect to such patents and patent applications owned by the Seller, and to the Knowledge of the Seller with respect to all other such patents and patent applications, Exhibit G sets forth an accurate and complete list of all issued patents and patent applications in the Company’s currently subsisting Alnylam Technology and that cover or claim the Royalty Product or its use, manufacture, or sale (such Patent RightsRights listed or required to be listed on Exhibit G, including a complete and accurate list of the currently subsisting Owned “Royalty Product Patent Rights. The Company does not have any Licensed Product Patent RightsPatents”). For each Patent Right set forth on Schedule 4.10(a)of such Royalty Product Patents, the Company Seller has indicated: indicated (i) the application number (if any); jurisdictions in which such Patent Right is pending, allowed, granted or issued, (ii) the patent number or registration number (if any); patent serial number, (iii) the country or other jurisdiction where owner of such Patent Right was issued(which shall be to the Knowledge of the Seller, registeredin the case of owners other than Seller or its Affiliates), or filed; and (iv) the scheduled expiration date of any issued such Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereof. (b) The Company is Seller has not committed any act, or failed to commit any required act, that would reasonably be expected to cause any Royalty Product Patents to expire prematurely, lapse or be declared invalid or unenforceable, or that estops the sole and exclusive owner enforcement of all right, title and interest in each such Royalty Product Patent against any third party. There are no unpaid maintenance or renewal fees or annuities payable by the Seller to any third party that currently are overdue for any of the Owned Royalty Product Patent RightsPatents. The Owned No Royalty Product Patent Rights are not subject to any encumbrancePatents have lapsed or been abandoned, Lien cancelled, disclaimed or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”)expired, and, and to the Knowledge of the CompanySeller, there are is no facts fact, circumstance or event that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rights. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except constitute a basis for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms lapse, abandonment, cancellation or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Officeexpiration. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanySeller, each individual associated with the filing and prosecution of the Owned Royalty Product Patent Rights Patents owned in whole or in part by Seller, including the named inventors of such Royalty Product Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of each such Owned Royalty Product Patent RightPatents (including any relevant prior art), in each case, in those jurisdictions in the Territory where such duties exist. (hc) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s Seller has not received any written notice from Licensee or any Subsidiary’s Commercialization of the Products but for the Company’s other Person, and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the CompanySeller, there is no pending or threatened litigation, opposition, interference, reexamination, reissue, inter partes review, post grant review, cancellation, notification, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability enforceability, scope, inventorship or ownership of any of the Patent Rights set forth on Schedule 4.10(a) Royalty Product Patents or that would result in reasonably be expected to give rise to any Set-off Off against the payments due to the Investor Seller under this the Medco License Agreement. To The Royalty Product Patents owned by Seller, and to the Knowledge of the CompanySeller the Licensed Royalty Product Patents, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challenge, settlement or other final disposition of a Dispute. (kd) Except To the Knowledge of Seller, the Royalty Product Patents that have been issued or granted by the applicable Patent Office are valid and enforceable. Seller has not received any written legal opinion, whether preliminary in nature or qualified in any manner, which concludes that a challenge to the validity or enforceability of any of the issued Royalty Product Patents may succeed. Seller has not received any claim or notice challenging, or threatening to challenge, the ownership of, or rights of Licensee in and to, or the validity or enforceability of the Royalty Product Patents. (e) Seller has not received any claim or notice disputing or threatening to dispute the inventorship of any of the Royalty Product Patents or otherwise alleging that any Person who is not named as disclosed an inventor on Schedule 4.10(k)any of the Royalty Product Patents should be so named, and to the Knowledge of the CompanySeller, there is no reasonable basis for such a claim with respect to any of the Royalty Product Patents owned by Seller. (f) The Seller has not received any written notice under the Medco License Agreement or otherwise of Competitive Infringement of any Royalty Product Patent or of infringement of any Core Royalty Product Patent. (g) Each of the Royalty Product Patents owned by Seller correctly names all of the inventors thereof, in accordance with applicable Law. Seller has not received any notice from Licensee or any other Person, and except as separately disclosed to the InvestorKnowledge of Seller, there is no Person who is or claims to be an inventor under any of the Royalty Product Patents who is not a named inventor thereof, or that any Person named as an inventor of any of the Royalty Product Patents is not an inventor thereof. (h) To the Knowledge of the Seller, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, threatened action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, proceeding that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes Royalty Product does or will infringe on any Patent patent or other intellectual property rights of any other Person or constitutes constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company The Seller has not received any written notice of asserting or claiming any claim by any Third Party asserting that the Company’s Commercialization such infringement or misappropriation in respect of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the ProductsRoyalty Product. To the Knowledge of the CompanySeller, no Patent Rights other than the Product Patent Rights would limit manufacture, use, marketing, sale, offer for sale, importation or prohibit in any material respect the Company’s Commercialization distribution of the Products. The Company has Royalty Product by Licensee does not received any opinion of counsel regarding infringement or non-and will not constitute an infringement of any Third Partypatent or other intellectual property rights of any other Person or constitute misappropriation of any other Person’s Patents by the Company’s Commercialization of the Productstrade secrets or other intellectual property rights, except where such infringement or misappropriation would not reasonably be expected to result in a Material Adverse Effect. (oi) The Alnylam Technology licensed (or sublicensed or optioned, as the case may be) by Seller to Licensee under the Medco License Agreement constitute all the intellectual property owned by or licensed (with the right to sublicense) to the Seller or any of the Seller’s Affiliates necessary for the sale of the Royalty Products in the Territory. Other than the Medco License Agreement, the Medco Supply Agreement and the Medco Ancillary Agreements, there are no other contracts between Seller or any of its Affiliates, on the one hand, and Licensee or its respective Affiliates, on the other hand, involving or related to a Royalty Product, the Royalty Product Patents or the Purchased Assets, or that would reasonably be expected to result in a Material Adverse Effect. (j) Except as set forth on Exhibit G with respect to the Licensed Royalty Product Patents, Seller owns the entire right, title and interest, free and clear of any Liens, in and to the Royalty Product Patents. To the Knowledge of the CompanySeller, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right facts that would preclude Seller from having clear title in and to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Productssuch Royalty Product Patents. (pk) There are no compulsory licenses granted or, to the Knowledge of the Seller, threatened to be granted under the Royalty Product Patents with respect to the Royalty Product or any other product that, if sold without a license, would constitute a Competitive Infringement of the Royalty Product Patents. To the Knowledge of the CompanySeller, no Third Party is infringing event or condition exists that would permit or require Licensee to grant any such compulsory license to any Person. Seller has not received any written notice from or on behalf of Licensee expressing an intention by Licensee to grant any such compulsory license or otherwise Set-Off any amount from the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice Purchased Assets because of any infringement of the issued Patent Rightsamount owed or claimed to be owed from Seller to Licensee. (ql) There are no CopyrightsAbsent the Medco License Agreement, Trademarksthe manufacture, Trade Secrets marketing, use, sale or domain names material to distribution of Inclisiran in the Commercialization applicable jurisdiction would infringe a Valid Claim (as defined in the Medco License Agreement) of the Products by the Companyeach applicable Core Royalty Product Patent. Seller and its Affiliates own each Core Royalty Product Patent. (rm) To Inclisiran is a Licensed Product, as such term is defined in the Knowledge of Medco License Agreement, and the CompanyRoyalty Products, including Inclisiran, are Licensed Products under and as such term is defined in the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the ProductsMedco License Agreement.

Intellectual Property Matters. (a) Section 3.11(a) of the Disclosure Schedule 4.10(a) sets forth an accurate and complete list of the Company’s currently subsisting all issued Patents and pending Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rightsapplications. For each Patent Right set forth listed on Section 3.11(a) of the Disclosure Schedule 4.10(a), the Company has indicated: Seller Parties have indicated (i) the application number (if any); countries in which such Patent is pending, allowed, granted or issued, (ii) including a notation of any term extensions, the patent or registration number (if any); and/or patent application serial number, (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any each such issued Patent RightPatent, including a notation if such (iv) the expected scheduled expiration date includes a term extension or supplementary protection certificate; of each Patent issuing from such pending Patent application once issued and (v) the registered owner thereof. (b) The Except as otherwise set forth on Schedule 3.11(a) of the Disclosure Schedule, the Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (aPatents listed on Section 3.11(a) of the definition of “Permitted Debt”), and, to the Knowledge Disclosure Schedule and each of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company inventions claimed in and to the Owned Product Patent Rightssuch Patents. (c) To the Knowledge of the CompanySellers, in each Patent listed on Section 3.11(a) of the Disclosure Schedule, there is at least one valid claim (itreating pending claim as if issued) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsedthat would be infringed by the Exploitation of the Covered Products, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of lawas applicable. (d) To the Knowledge of the Company, there There are no unpaid maintenance fees, annuities or other like payments renewal fees payable by the Seller Parties to any Third Party that currently are overdue with respect to for any of the Owned Product Patent RightsPatents. No Patents listed on Section 3.11(a) of the Disclosure Schedule have lapsed or been abandoned, cancelled or expired. (e) To the Knowledge of the CompanySellers, each of Person who has or has had any rights in or to the Owned Product Patent Rights correctly identifies Patents, including each and every inventor of named on the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor Patents, has executed an assignment a contract assigning their his, her or its entire right, title and interest in and to such Patent Rights Patents and the inventions embodied, described and/or and or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Companyowner thereof, and each such assignment contract has been duly recorded at in each Patent Office wherein it would be necessary or advisable, as determined by the United States Patent and Trademark Office. To the Knowledge of the CompanySeller Parties in their commercially reasonable judgement, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereofdocument such assignment. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanySellers, each individual associated with the filing and prosecution of the Owned Product Patent Rights Patents, including the named inventors of the Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of the Patents (including any relevant prior art), in each such Owned Product Patent Rightcase, in those jurisdictions where such duties exist. (hg) There is at least one valid claim in Subsequent to the issuance of each of Patent, neither the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To Seller Parties nor, to the Knowledge of the CompanySellers, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rightsany Counterparty, there are no Patents, published patent applications, articles, abstracts has filed any disclaimer or made or permitted any other prior art deemed material to patentability of any of the inventions claimed voluntary reduction in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims scope of such Owned Product Patent RightsPatent. (jh) There is no pending or, to the Knowledge of the CompanySellers, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, scope, enforceability or ownership of any of the Patent Intellectual Property Rights set forth on Schedule 4.10(a) or that would result in give rise to any Set-off Royalty Reduction against the payments due to the Investor Sellers under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.Covered License

Intellectual Property Matters. (a) Schedule 4.10(a) Exhibit C to the Disclosure Letter sets forth an accurate and complete list of each DM Portfolio Intellectual Property Right that is a Patent (the Company’s currently subsisting Patent Rights“DM Portfolio Patents”), including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For for each Patent Right set forth on Schedule 4.10(a), the Company has indicatedsuch Patent: (i) the application number (if any); jurisdictions in which such Patent is pending, allowed, granted or issued, (ii) the patent number or registration number (if any); pending patent application serial number, (iii) the country or other jurisdiction where scheduled expiration date of such Patent Right was issuedissued Patent, registeredincluding extensions granted and applied for, or filed; (iv) the scheduled expiration date of any each Patent issuing from such pending patent applications once issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofof such Patent. (b) The Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), and, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rights. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the CompanySelling Parties, each of the Owned Product DM Portfolio Patent Rights correctly identifies each and every inventor of the claims thereof as determined issued in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States or the European Patent Office includes at least one valid and Trademark Officeenforceable claim that covers one or more of the DM Portfolio Products. To the Knowledge of the CompanySelling Parties, there is not each DM Portfolio Patent set forth on Section 3.11(b) of Exhibit C to the Disclosure Letter includes at least one valid and enforceable claim covering the DM Portfolio Product identified as being covered by such DM Portfolio Patent. [***] (c) There are no unpaid maintenance or renewal fees payable by the Seller to any Person who is or claims to be an inventor of third party that currently are overdue for any of the Owned Product Patent Rights who is not a named inventor thereofDM Portfolio Patents. Neither the Company nor its Subsidiaries has received any notice from any Person who is No DM Portfolio Patents have lapsed or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Companybeen abandoned, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effectcancelled or expired. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each Each individual associated with the filing and prosecution of the Owned Product Patent Rights DM Portfolio Patents, including the named inventors of the DM Portfolio Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of each such Owned Product Patent Rightof the DM Portfolio Patents (including any relevant prior art), in each case, in those jurisdictions where such duties exist. (hd) There is at least one valid claim in each Subsequent to the issuance of the Owned Product Patent Rights DM Portfolio Patents, neither Selling Party has filed any disclaimer or made or permitted any other voluntary reduction in the scope of the DM Portfolio Patents. Except as set forth on Schedule 4.10(a) Covering Exhibit C to the Products that would be infringed by the Company’s Disclosure Letter, neither Selling Party has been nor is currently involved in any interference, re-examination, opposition, derivation or other post-grant proceedings involving any Subsidiary’s Commercialization of the Products but for DM Portfolio Patents and no allowable or allowed subject matter of the Company’s DM Portfolio Patents is subject to any competing conception claims of allowable or allowed subject matter of any Patents of any third party and have not been the Subsidiaries’ rights in such Patent Rightssubject of any interference, re-examination, opposition, derivation or other post-grant proceedings. (ie) To Except as disclosed under Part II, Item 1 of Depomed’s quarterly report on Form 10-Q filed with the Knowledge of the CompanySEC on August 8, except for information disclosed 2013 or set forth on Exhibit C to the applicable Patent Office during prosecution of the Owned Product Patent RightsDisclosure Letter, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, derivation or other post-grant proceeding, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) pending, or, to the Knowledge of the Selling Parties, threatened, involving a Selling Party, or, to the Knowledge of the Selling Parties, pending or threatened against any other Person (including each of the Licensees) challenging the legality, validity, enforceability or ownership of or otherwise relating to any of the Patent Rights set forth on Schedule 4.10(a) DM Portfolio Patents or that would result in could give rise to any Set-off against the payments due Royalty Payments. There are no Disputes pending, or to the Investor under this AgreementKnowledge of the Selling Parties, threatened in writing, involving a Selling Party and any DM Portfolio Product, and, to the Knowledge of the Selling Parties, pending or threatened in writing against any other Person (including each of the Licensees) and relating to any DM Portfolio Product. To the Knowledge of the CompanySelling Parties, there are no Disputes by or with any Third Party against none of the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not DM Portfolio Patents nor DM Portfolio Products is subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challenge, settlement or other disposition of a Dispute. (kf) Except as disclosed on Schedule 4.10(k)There is no pending or, to the Knowledge of the CompanySelling Parties, and except as separately disclosed to the Investor, there is no pending or threatenedthreatened in writing, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in could reasonably be expected to give rise to or serve as a basis for any, action, suit or proceeding, or any investigation or claimclaim by any Person to which a Selling Party or, and to the Company has not received any written notice Knowledge of the foregoingSelling Parties, any of the Licensees or its Sublicensee is or could be a party, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of any Designated DM Portfolio Product by any of the Products as currently contemplated infringes Licensees, their Affiliate or their Sublicensees pursuant to the License Agreements does or could infringe on any Patent patent or other intellectual property rights of any other Person or constitutes constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company Neither Selling Party has not received any written notice of any action, suit, proceeding or investigation or claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To Person, and, to the Knowledge of the CompanySelling Parties, none neither the Licensees nor any Sublicensees have received any written notice of any action, suit, proceeding or investigation or claim by any Person that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of any DM Portfolio Product by any of the conceptionLicensees, development and reduction their Affiliate or their Sublicensees pursuant to practice the License Agreements does or could infringe on any patent or other intellectual property rights of the inventions claimed in the Owned Product Patent Rights has constituted any other Person or involved the constitute misappropriation of any other Person’s trade secrets or other rights or intellectual property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Productsrights. To the Knowledge of the CompanySelling Parties, there are no issued Patents owned by any third party that limit or would be infringed by the manufacture, use, marketing, sale, offer for sale, importation or distribution of any Designated DM Portfolio Product in any country in which any Designated DM Portfolio Product is currently manufactured, used, marketed, sold, offered for sale or imported pursuant to the License Agreements and there are no pending patent applications owned by any third party containing claims that, if a Patent Rights other than the Product Patent Rights issues thereon, would limit or prohibit be infringed by the manufacture, use, marketing, sale, offer for sale, importation or distribution of any Designated DM Portfolio Product by a Selling Party, the Licensees or any of their respective licensees in any material respect country in which any Designated DM Portfolio Product is currently manufactured, used, marketed, sold, offered for sale or imported pursuant to the Company’s Commercialization of the ProductsLicense Agreements. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the CompanySelling Parties, there are no pending, published issued Patents owned by any third party that limit or would be infringed [***] and there are no pending patent applications owned by any Third Party, which the Company does not have the right to use, whichthird party containing claims that, if issued with claims reasonably likely to issuea Patent issues thereon, would limit or prohibit in any material respect the Company’s Commercialization of the Productsbe infringed [***]. (pg) To Except as disclosed in Depomed’s reports and other information filed with, or furnished to, the SEC prior to the Closing Date, to the Knowledge of the CompanySelling Parties, there is no Third third party infringing any DM Portfolio Patents to the extent relating to the DM Portfolio Products. Neither Selling Party is infringing has received any notice under any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice License Agreements of infringement of any infringement of the issued Patent RightsDM Portfolio Patent. (qh) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization Each of the Products by the Company. (r) To Selling Parties and, to the Knowledge of the CompanySelling Parties, the Product Patent Licensees has taken commercially reasonable precautions to protect the secrecy, confidentiality and/or value of any DM Portfolio Intellectual Property Rights constitute all that are know-how or other trade secrets of the Patents necessary Selling Parties licensed under the License Agreements, except where the failure to do so could not reasonably be expected to result in an Adverse Change. (i) Except for the Commercialization DM Portfolio Intellectual Property Rights, neither of Selling Parties nor any of Affiliates of either Selling Party controls any Patents that, absent a license, would be infringed by the manufacture, use, sale, offer for sale or importation of any DM Portfolio Product. (j) Neither Selling Party has received nor is otherwise in possession of any written legal opinion with respect to any third party intellectual property rights relating to any DM Portfolio Patents or DM Portfolio Products, including any freedom-to-operate, product clearance, patentability or right-to-use opinion. (k) [***] (l) [***] (m) The date of Regulatory Approval referred to in Section 24.2 of the ProductsSupply Agreement dated as of December 13, 2005, between Biovail Laboratories International SRL and Depomed is December 27, 2007. (n) No claims of any DM Portfolio Patent are being asserted by Depomed or any other Person in any action, suit or proceeding of any kind other than as disclosed on Exhibit C to the Disclosure Letter.

Intellectual Property Matters. The Company owns, possesses, licenses or has other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (acollectively, the “Intellectual Property”) Schedule 4.10(a) sets forth an accurate and complete list necessary for the conduct of the Company’s currently subsisting Patent Rights, including a complete and accurate list of business as now conducted or as proposed in the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: (i) the application number (if any); (ii) the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereof. (b) The Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted SEC Reports to be incurred under clause conducted (a) of the definition of “Permitted DebtCompany Intellectual Property”), andexcept for such Intellectual Property the failure of which to own or have a license or other right to use would not reasonably be expected to have, to either individually or in the Knowledge aggregate, a Material Adverse Effect. To the knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the third parties to any Company in and to the Owned Product Patent Rights. (c) To the Knowledge of Intellectual Property, other than as licensed by the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge knowledge of the Company, there is not any Person who is or claims to be an inventor no infringement by third parties of any of the Owned Product Patent Rights who is not a named inventor thereofCompany Intellectual Property. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each individual associated with the filing and prosecution of the Owned Product Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company’s knowledge, threatened opposition, interference, reexamination, injunction, claimaction, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (proceeding or claim by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) others challenging the legality, validity, enforceability Company’s rights in or ownership of to any of the Patent Rights set forth on Schedule 4.10(a) or Company Intellectual Property that would result reasonably be expected to have, either individually or in any Set-off against the payments due to the Investor under this Agreementaggregate, a Material Adverse Effect. To the Knowledge of the Company, there are There is no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k)pending or, to the Knowledge Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Company Intellectual Property that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. There is no pending or, to the Company’s knowledge, and except as separately threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The Company is not aware of any facts required to be disclosed to the Investor, there is no pending or threatened, USPTO which have not been disclosed to the USPTO and no event has occurred or circumstance exists that (which would preclude the grant of a patent in connection with or without notice or lapse any patent application of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received Intellectual Property or could form the basis of a finding of invalidity with respect to any written notice issued patents of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s PatentsIntellectual Property. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Schedule 4.10(aSection 5.18(a)(i) sets forth an accurate of the Company Disclosure Letter contains a correct and complete list of the Company’s currently subsisting Patent Rights, including a complete all registrations and accurate list of the currently subsisting applications for Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: (i) the application number (if any); (ii) the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofIntellectual Property. (b) The Except as would not have a Company is the sole and exclusive owner of all rightMaterial Adverse Effect, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), and, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor and its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights solely own or co-own, or have a valid license to use, all of the Company in Intellectual Property free and to the Owned Product Patent Rightsclear of all Encumbrances, other than Permitted Encumbrances. (c) To Except as would not have a Company Material Adverse Effect, to the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) all Company Registered Intellectual Property is valid, subsisting and enforceable and (Bii) no material Owned Product none of the Company Registered Intellectual Property is the subject of any Proceeding or other challenge before any Governmental Authority to the validity, subsistence or enforceability of such Company Registered Intellectual Property except in connection with the prosecution in the Ordinary Course of Business of applications before the United States Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms and Trademark Office or any material Owned Product Patent Right applications that terminated by operation of lawequivalent Governmental Authority. (d) To Except as would not have a Company Material Adverse Effect, to the Knowledge of the Company, the use or practice of the Company Intellectual Property in the conduct of the business of the Company and its Subsidiaries as currently conducted (including in such conduct of the business, the sale of products of the Company or any of its Subsidiaries) does not infringe, misuse, violate or constitute misappropriation of any Intellectual Property of any other Person. Except as would not have a Company Material Adverse Effect, there are no unpaid maintenance feesProceedings pending alleging the infringement, annuities misuse, violation, or misappropriation of any Intellectual Property of any other like payments that are overdue with respect Person by the Company or any of its Subsidiaries. Except as would not have a Company Material Adverse Effect, since January 1, 2013, none of the Company or any of its Subsidiaries has received any written notice of any such infringement, misuse, violation, or misappropriation, nor, to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined are any Proceedings threatened in accordance writing alleging any such infringement, misuse, violation, or misappropriation, other than with the laws of the jurisdiction in which respect to any such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity claim that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereofsatisfactorily resolved. (fe) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Except as would not have a Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, andMaterial Adverse Effect, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of timePerson is infringing upon, misusing, violating, or bothmisappropriating any Owned Company Intellectual Property. (f) couldWith respect to each item of Company Registered Intellectual Property, individually or payment of all necessary registration, maintenance, annuities and renewal fees in connection with such Company Registered Intellectual Property has been made as necessary in accordance with Applicable Law, for the aggregatepurpose of maintaining the registration of such Company Registered Intellectual Property, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the except as would not have a Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent RightsMaterial Adverse Effect. (g) To the Knowledge of the Company, each individual associated with the filing and prosecution of the Owned Product Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that Except as would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending ornot have a Company Material Adverse Effect, to the Knowledge of the Company, threatened oppositionno employee, interferenceindependent contractor or agent of each of the Company and its Subsidiaries is in default or breach of any employment agreement, reexaminationnon- disclosure agreement, injunctionassignment of invention agreement, claimor similar agreement or policy, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability case relating to non-disclosure or ownership assignment of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Owned Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a DisputeIntellectual Property. (kh) Except as disclosed on Schedule 4.10(kwould not have a Company Material Adverse Effect, the Company and its Subsidiaries own or have a valid lease or license to use all computer systems, networks, hardware, middleware, firmware, servers, software, databases, websites and equipment used to process, store, maintain and operate data, information, and functions to the extent used in connection with the Company’s and its Subsidiaries’ business operations (the “Company IT Systems”), and such Company IT Systems perform as reasonably required in connection with the operation of the business of the Company and its Subsidiaries as now being conducted. Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries have implemented commercially reasonable back-up, security and disaster recovery measures. (i) Except as would not have a Company Material Adverse Effect, since January 1, 2013: (i) the Company and its Subsidiaries are complying and have complied with all applicable statutes and regulations relating to privacy, data protection, and the collection and use of personal information; (ii) none of the Company or any of its Subsidiaries has received any written notice of any Proceeding alleging a violation of such statutes or regulations nor, to the Knowledge of the Company, and except as separately disclosed to is any such Proceeding threatened against the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, Company or any investigation or claim, of its Subsidiaries; and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (liii) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are has been no pending, published patent applications owned loss or breach of security of personally identifiable information maintained by any Third Party, which or on behalf of the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent RightsSubsidiaries. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a1) Schedule 4.10(a) sets forth an accurate Licensor represents and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: warrants to Licensee that (i) it owns, free and clear of all liens and encumbrances, patents related to the application number Coal Technology (if any); including, but not limited to, United States Patent Numbers 5,599,361, 5,487,764 and 5,453,103) and has developed and to the best of its knowledge exclusively owns the Coal Technology, including, but not limited to, printed and not printed technical data, know-how, trade secrets, copyrights, and other intellectual property rights and all other scientific or technical information in whatever form relating to, embodied in or used in the process to produce synthetic coal fuel from waste coal dust, coal fines, run of mine coal and other similar coal feedstock, and, the right to freely make, use, sell and exploit the Coal Technology and Proprietary Reagent Material used in manufacturing synthetic coal fuel (1) from waste coal dust, coal fines, run of mine coal and other similar coal feedstocks, (ii) it has the patent or registration number (if any); sole and complete right and power to grant to Licensee the licenses granted herein, and (iii) the country sale or other jurisdiction where such Patent Right was issueduse of the rights, registered, or filed; (iv) the scheduled expiration date of Proprietary Reagent Material and Coal Technology and/or licenses granted herein as contemplated by this Agreement do not and will not infringe any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofthird-party's intellectual property rights. (b2) The Company is Except as otherwise expressly provided in this Agreement, Licensor agrees that it will not take any action or fail to take any action during the sole and exclusive owner term of all right, title and interest in each this Agreement that would negate this Agreement or cause a loss to Licensee of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), and, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rightslicenses granted hereunder. (c3) To If during the Knowledge term of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right this Agreement a third party has lapsed, expired been abandoned, or otherwise been terminated, except for infringed any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each individual intellectual property rights associated with the filing Coal Technology or otherwise misappropriated any Coal Technology, Licensor shall, at Licensor's expense, institute and prosecution of the Owned Product Patent Rights has complied conduct legal actions against such third party or enter into such agreements or accord in all material respects with all applicable duties of candor and good faith settlement as are deemed appropriate by Licensor, in dealing with any Patent Office, including any duty to disclose which case Licensor shall be entitled to any Patent Office all information known by such individual sums recovered in connection therewith from third parties. If Licensor does not take any action, Licensee shall have the right, but not the obligation, to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed take action as a plaintiff in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-misappropriation action affecting the Facility, and Licensee shall be entitled to any sums recovered in connection therewith from third parties. If Licensee and Licensor have jointly conducted an infringement or misappropriation action, after each party has been reimbursed for costs and expenses incurred by it in prosecuting the action, any sums recovered in connection therewith from third parties shall be distributed to Licensee and Licensor based on the proportionate amount of any Third Party’s Patents damages suffered by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not Licensee and Licensor. Licensee shall always have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit be represented at its expense by counsel of its own selection in any material respect action. In no event shall Licensor enter into any agreement or settlement inconsistent with the Company’s Commercialization terms of the Productsthis Agreement. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. 3.15.1. The Listed Patent Rights, as set forth on Exhibit B, constitute all of the uniQure Royalty Patent Rights (as defined in the License Agreement), except as otherwise disclosed on Section 3.15.1 of Exhibit C. 3.15.2. For each of the Listed Patent Rights, Seller has indicated on Exhibit B (a) Schedule 4.10(a) sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each jurisdictions in which such Patent Right set forth on Schedule 4.10(a)is pending, the Company has indicated: allowed, granted, or issued, (i) the application number (if any); (iib) the patent number or registration number patent serial number, and (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (ivc) the scheduled initial expiration date of any issued Patent Right​ date, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) extension. Seller has clear title to the registered owner thereofListed Patent Rights. (b) The Company is 3.15.3. Except as set forth on Section 3.15.3 of Exhibit C, the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Listed Patent Rights that have been issued or granted by the appropriate Patent Office are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), valid and, to the Knowledge of the CompanySeller, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rightsenforceable. Neither the Company nor its Subsidiaries Seller has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in not, and to the Owned Product Patent Rights. (c) To the Knowledge of the CompanySeller, Licensee has not, received (ia) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel (other than any unsolicited opinion of counsel of any Third Party) that any of the Listed Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, is invalid or unenforceable. Neither the Company nor its Subsidiaries has received , or (b) any notice of any claim by any Third Party challenging the validity or enforceability of any of the Listed Patent Rights. 3.15.4. Except as set forth on Section 3.15.4 of Exhibit C, within each family of related patent filings within the Listed Patent Rights, (ga) in each jurisdiction in which a patent has issued, there is at least one valid claim that would be infringed by Licensee’s manufacture, use, import, offering for sale, or sale of the Products, but for Licensee’s rights in the Listed Patent Rights, and (b) in each jurisdiction in which a patent application has been filed but not yet issued, to the knowledge of the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Vice President, Intellectual Property, and President, Research & Development of Seller, following reasonable inquiry, (i) there is one or more pending claims that, if issued as filed, would cover the manufacture, use, import, offering for sale, or sale of the Licensed Product and (ii) except as available in the prosecution history of the applicable pending claim, there are no facts or circumstances precluding such pending claims from issuing in due course. 3.15.5. To the Knowledge of Seller, the CompanyListed Patent Rights have been prosecuted in accordance with Applicable Law. To the Knowledge of Seller, each individual associated with involved in the filing and prosecution of the Owned Product Listed Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any the United States Patent Office all information known by such individual to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each connection with the filing and prosecution of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Listed Patent Rights. (i) 3.15.6. To the Knowledge of the CompanySeller, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, (a) there are no Patents, published patent applications, articles, abstracts or other prior art deemed material unpaid maintenance fees payable by Seller to patentability of any Governmental Authority that currently are overdue for any of the inventions claimed in the Owned Product Listed Patent RightsRights and (b) no Listed Patent Rights have lapsed or been abandoned, cancelled, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rightsexpired. (j) 3.15.7. There is no pending or, to the Knowledge of the CompanySeller, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree decree, or other dispute, disagreement, proceeding, or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability scope, enforceability, or ownership of any of the Listed Patent Rights set forth on Schedule 4.10(a) or and that would result in give rise to any Set-off Royalty Deduction against the payments due to Seller under the Investor under this License Agreement. To the Knowledge of the CompanySeller, there are no pending or threatened Disputes by Licensee, or with its Affiliates or sublicensees, challenging the legality, validity, scope, enforceability, or ownership of any Third Party of the Listed Patent Rights or that would give rise to any Royalty Deduction against the Company involving payments due to Seller under the Product Patent RightsLicense Agreement. The Listed Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, order, decree, ruling, challengechange, settlement settlement, or other disposition of a Dispute.. There are no proceedings, other than proceedings in the ordinary course of patent prosecution and except as set forth in Schedule 3.15.7, with respect to the Listed Patent Rights listed on Exhibit B. (k) 3.15.8. Except as disclosed set forth on Schedule 4.10(k)Section 3.15.8 of Exhibit C, there is no pending action, suit, proceeding, investigation, or claim and, to the Knowledge of the Company, and except as separately disclosed to the InvestorSeller, there is no pending threatened action, suit, proceeding, investigation, or threatenedclaim, and and, to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in reasonably be expected to give rise to or serve as a basis for any, any action, suit or suit, proceeding, investigation, or claim by any investigation or claim, and the Company has not received any written notice of the foregoing, Person that claims that the manufacture, use, marketing, sale, offer for sale, importation importation, or distribution of the Products as currently contemplated infringes Product does or could infringe on any Patent patent or other intellectual property rights of any other Person Third Party or constitutes constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. To the Knowledge of Seller, there are no patents issued, and no pending patent applications, owned by any Third Party that, if issued, would limit or prohibit, in any material respect, the manufacture, use, or sale of the Product by Seller, Licensee, or any of its respective sublicensees. 3.15.9. To the knowledge of the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Vice President, Intellectual Property, and President, Research & Development of Seller, following reasonable inquiry and except as set forth in Section 3.15.9 of Exhibit C, no patent or other intellectual property rights of any other Person has been, or is, or will be, infringed by Licensee, Seller or Purchaser’s Exploitation of the Products. Seller has not received, and to the Knowledge of Seller, Licensee has not received, any opinion of counsel regarding infringement or non-infringement of any patent or other intellectual property rights of any other Person by Licensee’s Exploitation of any Product. 3.15.10. Seller and, to the Knowledge of Seller, Licensee has taken all reasonable precautions to protect the secrecy and confidentiality of the uniQure Know-How (as defined in the License Agreement). 3.15.11. There is no Person who is or claims to be an inventor under any Listed Patent Right who is not a named inventor thereof. The list of inventors named in each issued and unexpired Listed Patent Right listed on Exhibit B is current and complete in accordance with the laws of the jurisdiction in which such Listed Patent Right was issued. 3.15.12. Except as disclosed set forth on Schedule 4.10(k)Section 3.15.12 of Exhibit C, (a) the Company Listed Patent Rights are not subject to any encumbrance, lien, or claim of ownership by any Third Party, and there are no facts that would preclude Seller from having unencumbered title to the Listed Patent Rights, and (b) Seller has not received any notice of any claim by any Third Party asserting that challenging the Company’s Commercialization ownership of the Products infringes such Third Party’s Patents. (l) To rights of Seller in and to the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Listed Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets 3.15.13. Each Person who has or domain names material has had any rights in or to the Commercialization Listed Patent Rights, including each inventor named on such Listed Patent Rights, has executed a contract, or is otherwise subject to a written instrument, assigning their entire right, title and interest in and to such Listed Patent Rights and the inventions embodied, described or claimed therein, to the owner thereof. With respect to the United States Listed Patent Rights, each such Listed Patent Right includes a duly recorded assignment at the United States Patent and Trademark Office. 3.15.14. Except as set forth on Section 3.15.14 of Exhibit C, on a country by country basis, in at least the United States and E.U., (A) (i)Licensee has not exercised any step-down pursuant Section 8.3.2(a) of the Products by the Company. License Agreement, and, (rii) To to the Knowledge of the CompanySeller, the Product Patent Rights constitute all no event or condition exists that, upon notice or passage of time, or both, would permit Licensee to exercise any step-down pursuant to Section 8.3.2(a) of the Patents necessary for License Agreement during the Commercialization period in which AMT-061 is protected by regulatory exclusivity in the United States and applicable E.U. country; and (B) (i) Licensee has not exercised any step-down pursuant Section 8.3.2(b) of the ProductsLicense Agreement, and (ii) no step-down pursuant to Section 8.3.2(b) of the License Agreement shall occur during the period in which AMT-061 is protected by regulatory exclusivity in the United States and applicable E.U. country. 3.15.15. Seller has not received from Licensee, any notice of termination of the License Agreement or any indication, whether written or oral, of a suggestion or intent to terminate the License Agreement.

Intellectual Property Matters. (a) Schedule 4.10(a) sets forth an accurate and complete list Seller does not in the conduct of the Company’s currently subsisting Patent RightsBusiness utilize any patent, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a)trademark, the Company has indicated: (i) the application number (if any); (ii) the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereof. (b) The Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party tradename (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”"PRODUCTION ARTS LIGHTING INC." "PRODUCTION ARTS LIGHTING WEST" and "PRODUCTION ARTS EUROPE"), andservice xxxx, copyright or software except for those listed on the Disclosure Schedule (the "Intellectual Property") under Seller's name, all of which (together with the tradenames "PRODUCTION ARTS LIGHTING, INC." "PRODUCTION ARTS LIGHTING WEST, INC." and "PRODUCTION ARTS EUROPE, INC.") are owned by Seller free and clear of any liens, claims, charges or encumbrances. Seller is not aware of any facts which would reasonably be anticipated to the Knowledge of the Companycall into question that Seller does not infringe upon or unlawfully or wrongfully use any patent, there are no facts trademark, tradename, service xxxx, copyright or trade secret owned or claimed by another in a manner that would preclude reasonably be anticipated to have a material adverse effect on the Company from having unencumbered title to the Owned Product Patent RightsBusiness. Neither the Company nor its Subsidiaries has received any notice Schedule 3.1.22 contains a list of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rights. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities third-party subpoenas or other like payments that are overdue similar written requests with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined intellectual property matters received since 1995. Seller is not in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Companydefault under, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each individual associated with the filing and prosecution of the Owned Product Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company Seller has not received any notice of any claim by of infringement or any Third Party asserting other claim or process relating to any such patent, trademark, tradename, service xxxx, copyright or trade secret except in each case that would reasonably be anticipated to have a material adverse effect on the Company’s Commercialization Business. No present or former employee of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the CompanySeller and no other person owns or has any proprietary, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets financial or other rights interest, direct or property of indirect, in whole or in part, in any Third Party. (m) No Company Party has filed any disclaimerpatent, other than a terminal disclaimertrademark, tradename, service xxxx or copyright, or made or permitted in any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has beenapplication therefor, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Productstrade secret, which Seller owns, possesses or uses in its operations as now or heretofore conducted. The Company has not received any opinion of counsel regarding infringement Disclosure Schedule lists all confidentiality or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Companydisclosure agreements to which Seller or, there are no pendingto Seller's Knowledge, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of Seller's employees engaged in the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material Business is a party which relates to the Commercialization of the Products Business indicating any which would not be enforceable by the CompanyPRG. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Schedule 4.10(a) 4.10 sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list Rights included in the Collateral existing as of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent RightsEffective Date. For each Patent Right set forth on Schedule 4.10(a), ) the Company has indicated: (i) the application number (if any)number; (ii) the patent or registration number (number, if any); (iii) the country or other jurisdiction where such the Patent Right was issued, registered, or filed; (iv) the scheduled expected expiration date of any issued Patent Right, including a notation if such scheduled expected expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereof. (b) The Company (or the Company Party indicated on Schedule 4.10(a)) is the sole and exclusive owner of all the entire right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights included in the Collateral, none of which are not subject to any encumbrance, Lien lien or claim of ownership by any Third Party (other than Permitted Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “and Permitted Debt”)Licenses, and, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent RightsRights included in the Collateral. Neither the The Company nor its Subsidiaries has not received any written notice of any claim by any Third Party challenging the ownership of the rights of the Company Parties in and to the Owned Product Patent RightsRights included in the Collateral. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right Each Person who has lapsed, expired been abandoned, or otherwise been terminated, except for has had any such material issued Owned Product Patent Right that expired rights in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To , including each inventor named on the Knowledge of the CompanyPatent Rights, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment a Contract assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Companyowner thereof, and each such assignment Contract assigning each inventor’s right in such Patent Right has been duly recorded at the United States Patent and Trademark Office. (d) To the Knowledge of the Company, no issued Patent Right included in the Collateral has lapsed, expired or otherwise been terminated, other than by operation of law and other than such Patent Rights the Company has abandoned or permitted to lapse or expire in its reasonable business judgement. (e) To the Knowledge of the Company, there are no past-due maintenance fees, annuities or other like payments with respect to the Patent Rights included in the Collateral. (f) Each of the Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent Right was issued or is pending. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights included in the Collateral who is not a named inventor thereof. Neither the No Company nor its Subsidiaries Party has received any written notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights included in the Collateral who is not a named inventor thereof. (fg) There is at least one claim in each of the Patent Rights included in the Collateral that (i) to the Company’s Knowledge, is valid, and (ii) would be infringed by the Company’s or any Subsidiary’s Commercialization or proposed Commercialization of Mycapssa or the TPE Technology but for the Company’s and the Subsidiaries’ rights in the Patent Rights. To the Knowledge of the Company, each of claim that has been issued or granted by the Product appropriate Patent Office and included in the Patent Rights set forth on Schedule 4.10(a) included in the Collateral and that would be infringed by the manufacture, use or sale of Mycapssa is valid, enforceable valid and in full force and effectenforceable. Neither the The Company nor its Subsidiaries has not received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or included in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, Collateral is invalid or unenforceable. Neither the The Company nor its Subsidiaries has not received any written notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights included in the Collateral. To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Patent Rights, there are no patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in such Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Patent Rights. (gh) To the Knowledge of the Company, each individual associated with the filing and prosecution of the Owned Product Patent Rights included in the Collateral, including the named inventors of such Patent Rights included in the Collateral, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to the patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened in writing opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or the Company’s ownership of any of the Patent Rights set forth on Schedule 4.10(a) included in the Collateral or that would result in any Set-off against the payments due to the Investor Representative under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent RightsIncluded Product. The Patent Rights set forth on Schedule 4.10(a) included in the Collateral are not subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challengechange, settlement or other disposition of a Dispute. (kj) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the InvestorInvestor Representative, there is no pending or or, to the Company’s Knowledge, threatened, and and, to the Company’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products Included Product as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (lk) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights included in the Collateral has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (nl) To the Knowledge of the Company, no Third Party’s Party Patent has been, or is, or will be, would be infringed by the Company’s Commercialization Commercialization, or proposed Commercialization, of the ProductsIncluded Products as currently contemplated. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization, or proposed Commercialization, of any Included Product. The Company has not received any written notice of any claim by any Third Party asserting that the Company’s Commercialization of the Productsany Included Product infringes such Third Party’s Patents. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents Party Patent by the Company’s Commercialization of any Included Product or the Products.proposed Commercialization of any Included Product as currently contemplated.. (om) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does Parties do not have the right to use, which, which if issued with claims reasonably likely to issueissued, would limit or prohibit in any material respect the Company’s Parties’ Commercialization of the Productsany Included Product. (pn) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither Rights included in the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent RightsCollateral such that a Material Adverse Effect would result. (qo) There Except as set forth on Schedule 4.10(m), there are no Copyrights, Trademarks, Trade Secrets Copyrights or domain names Trademarks material to the Company Parties’ Commercialization of the Products by the Companyany Included Product. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a1) Schedule 4.10(a) sets forth an accurate Licensor represents and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: warrants to Licensee that (i) it owns, free and clear of all liens and encumbrances, patents related to the application number Coal Technology (if any); including, but not limited to, United States Patent Numbers 5,599,361, 5,487,764 and 5,453,103) and has developed and to the best of its knowledge exclusively owns the Coal Technology, including, but not limited to, printed and not printed technical data, know-how, trade secrets, copyrights, and other intellectual property rights and all other scientific or technical information in whatever form relating to, embodied in or used in the process to produce synthetic coal fuel from waste coal dust, coal fines, run of mine coal and other similar coal feedstock, and, the right to freely make, use, sell and exploit the Coal Technology and Proprietary Reagent Material used in manufacturing synthetic coal fuel from waste coal dust, coal fines, run of mine coal and other similar coal feedstocks, (ii) it has the patent or registration number (if any); sole and complete right and power to grant to Licensee the licenses granted herein, and (iii) the country sale or other jurisdiction where such Patent Right was issueduse of the rights, registered, or filed; (iv) the scheduled expiration date of Proprietary Reagent Material and Coal Technology and/or licenses granted herein as contemplated by this Agreement do not and will not infringe any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofthird-party's intellectual property rights. (b2) The Company is Except as otherwise expressly provided in this Agreement, Licensor agrees that it will not take any action or fail to take any action during the sole and exclusive owner term of all right, title and interest in each this Agreement that would negate this Agreement or cause a loss to Licensee of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), and, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rightslicenses granted hereunder. (c3) To If during the Knowledge term of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right this Agreement a third party has lapsed, expired been abandoned, or otherwise been terminated, except for infringed any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each individual intellectual property rights associated with the filing Coal Technology or otherwise misappropriated any Coal Technology, Licensor shall, at Licensor's expense, institute and prosecution of the Owned Product Patent Rights has complied conduct legal actions against such third party or enter into such agreements or accord in all material respects with all applicable duties of candor and good faith settlement as are deemed appropriate by Licensor, in dealing with any Patent Office, including any duty to disclose which case Licensor shall be entitled to any Patent Office all information known by such individual sums recovered in connection therewith from third parties. If Licensor does not take any action, Licensee shall have the right, but not the obligation, to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed take action as a plaintiff in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-misappropriation action affecting the Facility, and Licensee shall be entitled to any sums recovered in connection therewith from third parties. If Licensee and Licensor have jointly conducted an infringement or misappropriation action, after each party has been reimbursed for costs and expenses incurred by it in prosecuting the action, any sums recovered in connection therewith from third parties shall be distributed to Licensee and Licensor based on the proportionate amount of any Third Party’s Patents damages suffered by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not Licensee and Licensor. Licensee shall always have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit be represented at its expense by counsel of its own selection in any material respect action. In no event shall Licensor enter into any agreement or settlement inconsistent with the Company’s Commercialization terms of the Productsthis Agreement. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Schedule 4.10(a) 4.10 sets forth an accurate and complete list of the Company’s currently subsisting all (i) Patent Rights, including a complete and accurate list Rights existing as of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent RightsEffective Date, (ii) trade names, registered trademarks, registered service marks, and applications for trademark registration or service xxxx registration, in each case relating to the Included Product, (iii) registered Copyrights relating to the Included Product, and (iv) domain name registrations and websites relating to the Included Product, in each base with respect to clauses (i) through (iv) above, which exist as of the Effective Date. For each Patent Right set forth of such Collateral listed on Schedule 4.10(a)4.10, the Company has indicated: indicated (iA) the application number jurisdictions in which such Patent Right is pending, allowed, granted or issued, (if any); (iiB) the patent number or registration number patent serial number, (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (ivC) the scheduled expiration date of any issued such Patent RightRights, including a notation if such scheduled (D) the anticipated expiration date includes a term extension or supplementary protection certificate; of the Patent that may issue from each pending patent application within the Collateral once issued and (vE) the registered owner thereofinventor(s) of such Patent Rights. (b) The Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject Except as separately disclosed to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), andInvestor Representative, to the Knowledge of the Company, there are no facts each claim that has been issued or granted by the appropriate Patent Office included in the Patent Rights and that would preclude be infringed by the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership manufacture, use or sale of the rights of the Company in Included Product is valid and to the Owned Product Patent Rightsenforceable. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments renewal fees payable by the Company to any Third Party that currently are overdue with respect to for any of the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is and except as would not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Companya Material Adverse Effect, each individual associated with the filing and prosecution of the Owned Product Patent Rights Rights, including the named inventors of such Patent Rights, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of each such Owned Product of the Patent RightRights (including any relevant prior art), in each case, in those jurisdictions where such duties exist. (hd) There is at least one valid claim in each Subsequent to the issuance of the Owned Product Patent Rights, the Company has not filed any disclaimer or made or permitted any other voluntary reduction in the scope of any material Patent Rights, other than filing of a Terminal Disclaimer to address obviousness-type double patenting rejections in the normal course of patent prosecution. No allowable or allowed subject matter of the Patent Rights set forth on Schedule 4.10(a) Covering has been the Products that would be infringed by the Company’s subject of any interference, re-examination or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rightsopposition proceedings. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (je) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor Representative under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent RightsIncluded Product. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challengechange, settlement or other disposition of a Dispute. (kf) Except as disclosed on Schedule 4.10(k), to To the Knowledge of the Company, and except as separately disclosed to the InvestorInvestor Representative, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products Included Product as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (og) To the Knowledge of the Company, there are is no pending, published patent applications owned by Third Party infringing any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, Patent Rights that would limit or prohibit result in any material respect the Company’s Commercialization of the Productsa Material Adverse Effect. (ph) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product The Patent Rights constitute all of the Patents owned or controlled by the Company or any of the Company’s Affiliates necessary for the Commercialization sale of the ProductsIncluded Product in the U.S., Japan and the European Union.

Intellectual Property Matters. (a) Schedule 4.10(a) 3.11 sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete all issued Patents and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rightspending Patents. For each Patent Right set forth listed on Schedule 4.10(a), 3.11 the Company Seller has indicated: indicated (i) the application number (if any); countries in which such Patent is pending, allowed, granted or issued, (ii) the patent number or registration number (if any); patent serial number, (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any each such issued Patent RightPatent, including a notation if such (iv) the expected scheduled expiration date includes a term extension or supplementary protection certificate; of each Patent issuing from such pending Patent application once issued and (v) the registered owner thereof. (b) The Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), and, to To the Knowledge of the CompanySeller, in each AZ Patent family listed on Schedule 3.11, there are no facts that would preclude is at least one issued and unexpired or pending valid claim covering the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice manufacture, use, import, offering for sale, or sale of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent RightsMovantik. (c) To the Knowledge of the CompanySeller, (i) (A) no Owned Product in each Xxxxxx Patent Right set forth family listed on Schedule 4.10(a) 3.11, there is at least one issued and (B) no material Owned Product Patent Right has lapsedunexpired or pending valid claim covering the manufacture, expired been abandoneduse, import, offering for sale, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation sale of lawAdynovate. (d) To the Knowledge of the Company, there There are no unpaid maintenance fees, annuities or other like payments renewal fees payable by the Seller to any Third Party that currently are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge for any of the CompanyPatents. No Patents have lapsed or been abandoned, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued cancelled or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Officeexpired. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanySeller, each individual associated with the filing and prosecution of the Owned Product Patent Rights Patents, including the named inventors of the Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of the Patents (including any relevant prior art), in each such Owned Product Patent Rightcase, in those jurisdictions where such duties exist. (he) There is at least one valid claim in Subsequent to the issuance of each Patent, neither the Seller nor, to the Knowledge of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering Seller, any Counterparty, has filed any disclaimer or made or permitted any other voluntary reduction in the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization scope of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) Patent. To the Knowledge of the CompanySeller, except for information disclosed to the applicable Patent Office during prosecution no allowable or allowed subject matter of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts Patents is subject to any competing conception claims of allowable or other prior art deemed material to patentability allowed subject matter of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability patents of any of the claims of such Owned Product Patent RightsThird Party. (jf) There is no pending or, to the Knowledge of the CompanySeller, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, scope, enforceability or ownership of any of the Patent Intellectual Property Rights set forth on Schedule 4.10(a) or that would result in give rise to any Set-off Royalty Reduction against the payments due to the Investor Seller under this Agreementthe License Agreements. To the Knowledge of the CompanySeller, there are no pending or threatened Disputes by any Counterparty, or their Affiliates or sublicensees, challenging the legality, validity, scope, enforceability or ownership of any of the Intellectual Property Rights or that would give rise to any Royalty Reduction against the payments due to the Seller under the License Agreements. There are no Disputes by or with any Third Party against the Company Seller or, to the Knowledge of the Seller, any Counterparty or any of its sublicensees involving any of the Product Patent RightsProducts. The Patent Intellectual Property Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challengechange, settlement or other disposition of a Dispute. There are no proceedings, other than proceedings in the ordinary course of patent prosecution and except as set forth in Schedule 3.11(f), with respect to the Patents listed on Schedule 3.11. [***]. (kg) Except as disclosed on Schedule 4.10(k)There is no pending action, suit, proceeding, investigation or claim and, to the Knowledge of the Company, and except as separately disclosed to the InvestorSeller, there is no pending threatened action, suit, proceeding, investigation or threatenedclaim, and and, to the Knowledge of the Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in reasonably be expected to give rise to or serve as a basis for any, any action, suit or suit, proceeding, or any investigation or claim, and the Company has not received claim by any written notice of the foregoing, Person that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes any Product does or could infringe on any Patent patent or other intellectual property rights of any other Person Third Party or constitutes constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k)To the Knowledge of the Seller, the Company has not received any notice of any claim there are no patents issued, and no pending patent applications, owned by any Third Party asserting that that, if issued, would limit or prohibit, in any material respect, the Company’s Commercialization manufacture, use or sale of any Product by the Seller, any Counterparty or any of their respective sublicensees. (h) Movantik is an AZ Licensed Product, Adynovate is a Xxxxxx Licensed Product and Rebinyn is a Novo Nordisk Factor IX Product (as defined in Section 1(k) of the Products infringes Novo Settlement Agreement). (i) To the Knowledge of the Seller, there is no Person infringing any of the Intellectual Property Rights, nor has the Seller received any notice under any of the License Agreements of infringement of any of the Intellectual Property Rights. (j) The Seller and, to the Knowledge of the Seller, each of AZ and Xxxxxx has taken all reasonable precautions to protect the secrecy, confidentiality and/or value of the applicable Know-How. (k) The Intellectual Property Rights constitutes all of the intellectual property owned or licensed by the Seller or any of the Seller’s Affiliates that is, to the Seller’s Knowledge, necessary for the sale of the Products. The Seller is the sole and exclusive owner of each of the Patents listed on Schedule 3.11 and each of the inventions claimed in such Third Party’s Patents. (l) To Within the Knowledge of last seven years, no legal opinion concerning or with respect to any third party intellectual property rights relating to the CompanyProducts, none of including any freedom-to-operate, product clearance, patentability or right-to-use opinion, has been delivered to the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third PartySeller. (m) No Company Party has filed There is no Person who is or claims to be an inventor under any disclaimer, other than Patent who is not a terminal disclaimer, or made or permitted any other voluntary reduction named inventor thereof. The list of inventors named in the scope of any Owned Product each issued and unexpired Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right.listed on Schedule 3.11 is current and complete. Section 3.12 Regulatory Approval and Marketing (na) To the Knowledge of the CompanySeller, no Third Party’s Patent has been, or is, or will be, infringed by each Counterparty is in compliance with its obligations to maintain Regulatory Approval for the Company’s Commercialization of Products pursuant to the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Productsapplicable License Agreement. (ob) To the Knowledge of the CompanySeller, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization each of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary has received Regulatory Approval for marketing and distribution for the Commercialization of indications and in the Productscountries listed on Schedule 3.12.

Intellectual Property Matters. (a) Schedule 4.10(a) 4.10 sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Tebi Patent Rights and the Owned Back-up Product Patent Rights. The Company does not have any licensed Tebi Patent Rights or Licensed Back-up Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: (i) the application number (if any); (ii) the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereof. (b) The Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Tebi Patent Rights. The Owned Product Tebi Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”)Party, and, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Tebi Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Tebi Patent Rights. (c) To the Knowledge of the Company, (i) (A) no issued Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Tebi Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued and (ii) no Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Tebi Patent Right applications that terminated have lapsed, expired, been abandoned or otherwise been terminated, other than by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Tebi Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Tebi Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Tebi Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Tebi Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Tebi Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Tebi Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effectsubsisting. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, is invalid or unenforceable. Neither the Company nor its Subsidiaries has received any written notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each individual associated with the filing and prosecution of the Owned Product Tebi Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each such Owned Product Tebi Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Tebi Patent Rights set forth on Schedule 4.10(a) Covering the Products Tebi that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products Tebi but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Tebi Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Tebi Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Tebi Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) 4.10 or that would result in any Set-off against the payments due to the Investor Representative under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Tebi Patent Rights or, except as set forth on Schedule 4.10, the Backup Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) 4.10 are not subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to To the Knowledge of the Company, and except as separately disclosed to the InvestorInvestor Representative, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Included Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Tebi Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Tebi Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the ProductsTebi. To the Knowledge of the Company, no Patent Rights other than the Tebi Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of Tebi. The Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of Tebi or any Backup Product infringes such Third Party’s Patents. To the Knowledge of the Company, no Patent other than the Back-up Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Productsa Back-up Product. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents Party Patent by the Company’s Commercialization of the ProductsTebi or any Back-up Product. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the ProductsTebi. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products Tebi by the Company. (r) To the Knowledge of the Company, the Product Tebi Patent Rights constitute all of the Patents necessary for the Commercialization of Tebi (s) To the ProductsKnowledge of the Company, no circumstances exist which could reasonably be expected to result in the Company’s failure to obtain five year NCE market exclusivity or QIDP market exclusivity with respect to Tebi.

Intellectual Property Matters. (a) Schedule 4.10(a) Exhibit C sets forth an accurate and complete list of the Company’s currently subsisting Patent Rightsall Intellectual Property Rights that are Patents as June 20. 2019, including a complete and accurate list and, as of the currently subsisting Owned Product Patent Rights. The Company does Closing Date, such list remains accurate and complete except where the failure to be accurate and complete would not have any Licensed Product Patent Rightsbe a Material Adverse Change. For each Patent Right set forth of such Patents listed on Schedule 4.10(a)Exhibit C, the Company Seller has indicated: indicated (i) the application number (if any); jurisdictions in which such Patent is pending, allowed, granted or issued, (ii) the patent number or registration number (if any); patent or patent application serial number, (iii) the country or other jurisdiction where scheduled expiration date of such Patent Right was issuedissued patent, registered, or filed; (iv) the scheduled expiration date of any each patent issuing from such pending patent application once issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofof such Patent. The Products are covered by a Valid Claim of a Tekmira Royalty-Bearing Patent (as both terms are defined in the Alnylam Cross-License Agreement) in each jurisdiction listed on Section 3.12(a) of the Disclosure Schedule. (b) The Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), and, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rights. (c) To the Knowledge of the CompanySeller, as of the date hereof, each claim that has been issued or granted by the appropriate Patent Office included in the relevant Intellectual Property Rights that are patents and that covers any of the Products is valid and enforceable. (ic) (A) There are no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired unpaid maintenance or renewal fees payable by the Seller or Genevant Sciences Ltd. to any third party that currently are overdue for any of the Intellectual Property Rights that are Patents. No Intellectual Property Rights that are Patents have lapsed or been abandoned, cancelled or otherwise expired. As of the date hereof, no Tekmira Royalty Bearing Patents have been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation assigned to Alnylam pursuant to Section 4h of lawExhibit A of the Alnylam Cross-License Agreement. (d) To the Knowledge Except as set forth in Section 3.12(d) of the CompanyDisclosure Schedule: (i) subsequent to the issuance of the Intellectual Property Rights that are Patents, there neither the Seller, Genevant Sciences Ltd., nor, to the knowledge of the Seller, the Counterparties has filed any disclaimer or made or permitted any other voluntary reduction in the scope of the Intellectual Property Rights that are Patents; and (ii) no unpaid maintenance feesallowable or allowed subject matter of the Intellectual Property Rights that are Patents is subject to any competing conception or derivation claims of allowable or allowed subject matter of any Patents of any third party and have not been the subject of any interference, annuities re-examination, inter partes review, opposition or other like payments that are overdue with respect to the Owned Product Patent Rightspost-grant inter partes proceedings. (e) To the Knowledge Except as set forth in Section 3.12(e) of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each individual associated with the filing and prosecution of the Owned Product Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. Disclosure Schedule: (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge knowledge of the CompanySeller, threatened opposition, interference, reexamination, inter partes review, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(aIntellectual Property Rights; (ii) or that would result in any Set-off against the payments due to the Investor under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party third party against the Company Seller or Genevant Sciences Ltd., or to the Knowledge of the Seller, any Counterparty, involving any of the Product Patent Rights. The Patent Products; and (iii) the Intellectual Property Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challengechange, settlement or other disposition of a Dispute.. ny-1700062 v1 (kf) Except as disclosed on Schedule 4.10(k), to To the Knowledge of the CompanySeller, and except as separately disclosed to the Investor, (A) (i) there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and (ii) neither the Company Seller or any Counterparty has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of any of the Products as currently contemplated infringes on any Patent patent or other intellectual property rights of any other Person or constitutes constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. Except , and (B) no event has occurred or circumstance exists that would reasonably be expected to serve as disclosed on Schedule 4.10(k)a basis for any valid claim pursuant to such an action, the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Companysuit, none of the conceptionproceeding, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted investigation or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Productsclaim. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the CompanySeller, there are no pending, published pending patent applications owned by any Third Party, which the Company does not have the right to use, whichthird party that, if issued with claims reasonably likely to issueissued, would limit or prohibit prohibit, in any material respect respect, the Company’s Commercialization of the Products. (p) To the Knowledge of the Companymanufacture, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice use or sale of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the CompanySeller, the Counterparties or any of their respective sublicensees in the Territory. (rg) To the Knowledge Except as set forth in Section 3.12(g) of the CompanyDisclosure Schedule, and except for the product clearance opinion dated the Closing Date of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP and the validity opinion dated the Closing Date of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, the Product Seller has not received and is not otherwise in possession of any written legal opinion concerning or with respect to any Tekmira Royalty Bearing Patent Rights constitute all of as defined in the Patents necessary for the Commercialization of Alnylam Cross-License Agreement or any third party intellectual property rights relating to the Products, including any freedom-to-operate, product clearance, patentability or right-to-use opinion.

Intellectual Property Matters. (a) Schedule 4.10(a) Exhibit C sets forth an accurate and complete list of the Company’s currently subsisting Patent Rightsall Product Patents, including a complete and accurate list of the currently subsisting Owned for each such Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicatedPatent: (i) the application number (if any); jurisdictions in which such Product Patent is pending, allowed, granted or issued, (ii) the patent number or registration number (if any); pending patent application serial number, (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any such issued Patent RightProduct Patent, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; extensions granted and applied for, and (viv) the registered owner thereofof such Product Patent. (b) The Company To the Knowledge of Seller, the Product Patents are valid and enforceable, and in full force and effect. Each claim of any issued Product Patent is a Valid Claim. (c) Seller is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not Patents, subject to any encumbrancethe Permitted Liens and rights granted to Novartis under the Novartis License Agreement. Other than pursuant to 35 U.S.C. § 200 et seq. and the License Agreement, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”)Seller has not pledged, andassigned, to the Knowledge of the Companysold, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rights. (c) To the Knowledge of the Companylicensed, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsedconveyed, expired been abandonedgranted, or otherwise been terminated, except for transferred any such material issued Owned rights to any of the Product Patent Right that expired in accordance with its statutory terms or Patents to any material Owned Product Patent Right applications that terminated by operation of lawPerson. (d) To the Knowledge of the Company, there There are no unpaid maintenance fees, annuities or other like payments renewal fees payable to any Third Party that currently are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of for any of the Owned Product Patent Rights who is not a named inventor thereofPatents. Neither the Company nor its Subsidiaries has received any notice from any Person who is No Product Patents have lapsed or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Companybeen abandoned, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effectcancelled or expired. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each Each individual associated with the filing and prosecution of the Owned Patents, including the named inventors of the Product Patent Rights Patents, has to Seller’s Knowledge complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of each such Owned of the Product Patent RightPatents (including any relevant prior art), in each case, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) . To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent RightsSeller, there are is no Patents, published patent applications, articles, abstracts Person who is or other prior art deemed material claims to patentability be an inventor of any of the inventions claimed in Product Patents who is not a named inventor thereof. (e) Subsequent to the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability issuance of any of the claims of such Owned Product Patent Rights. (j) There is no pending orPatents, neither Seller nor, to the Knowledge of Seller, Novartis or any Sublicensee has filed any disclaimer or made or permitted any other voluntary reduction in the Companyscope of such Product Patent. Seller has not been and is not currently involved in any interference, threatened re-examination, opposition, derivation or other post-grant proceedings involving any of the Product Patents, and to Seller’s Knowledge no allowable or allowed subject matter of the Product Patents is subject to any competing conception claims of allowable or allowed subject matter of any Patents of any Third Party. (f) With the exception of: (i) ex parte patent prosecution with respect to the Product Patents and (ii) and proceedings before any Regulatory Agency with respect to the Products being prosecuted by Seller or a Licensee, there is no opposition, interference, reexamination, derivation or other post-grant proceeding, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) pending or, to the Knowledge of Seller, threatened, challenging the legality, validity, enforceability or ownership of or otherwise relating to any of the Patent Product IP Rights set forth on Schedule 4.10(a(including the Product Patents) or that would result in could give rise to any Set-off against the payments due Purchased Royalty Payments. There are no Disputes pending, or to the Investor under this Agreement. To the Knowledge of Seller, threatened, involving Seller and any Product, or, to the CompanyKnowledge of Seller, there are no Disputes by pending or with threatened against any Third Party against the Company involving other Person (including Novartis and any Sublicensees) and relating to any Product. Neither any of the Product Patent Rights. The Patent IP Rights set forth on Schedule 4.10(a(including the Patents) are not nor any Products is subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challenge, settlement or other disposition of a Dispute. Seller has not commissioned, nor has it received, any written legal opinion that alleges that an issued Patent within the Product Patents is invalid or unenforceable. (kg) Except as disclosed on Schedule 4.10(k)There is no pending or, to the Knowledge of the CompanySeller, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in could reasonably be expected to give rise to or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received claim by any written notice of the foregoing, Person that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes any Product does or could infringe on any Patent or other intellectual property rights of any other Person or constitutes constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k)To the Knowledge of Seller, there are no issued Patents owned by any Third Party that limit or would be infringed by or otherwise violated by the Company manufacture, use, marketing, sale, offer for sale, importation or distribution of any Product, and, to the Knowledge of Seller, there are no pending patent applications owned by any Third Party containing claims that, if a Patent issues thereon, would limit or be infringed by or otherwise violated by the manufacture, use, marketing, sale, offer for sale, importation or distribution of any Product. (h) To the Knowledge of Seller, no Person has infringed or otherwise violated, or is infringing or otherwise violating, any Product IP Rights. Seller has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Product IP Rights. (qi) There are no CopyrightsEach of Seller and, Trademarks, Trade Secrets or domain names material to the Commercialization Knowledge of Seller, Novartis has taken all reasonable precautions to protect the Products by the Companysecrecy, confidentiality and/or value of any Product IP Rights that are know-how or other trade secrets. (rj) To the Knowledge of the Company, Except for the Product Patent Rights constitute all Patents, neither Seller nor any of Seller’s Affiliates owns or licenses any Patents that, absent a license, would be infringed by the Patents necessary manufacture, use, sale, offer for the Commercialization sale or importation of the Productsany Product. (k) Seller has not commissioned, nor has it received, any written legal opinion relating to any Product or Product Patent, including any freedom-to-operate, product clearance, patentability or right-to-use opinion.

Intellectual Property Matters. (a) Schedule 4.10(a) Exhibit C sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent RightsSutro Patents. For each Patent Right set forth on Schedule 4.10(a)of such Sutro Patents, the Company Seller has indicated: indicated (i) the application number (if any); jurisdictions in which such Patent is pending, allowed, granted or issued, (ii) the patent number or registration number (if any); patent serial number, and (iii) the country or other jurisdiction where owner of such Patent Right was issued(which shall be to the Knowledge of Seller, registeredin the case of owners of the Licensed Sutro Patents), or filed; and, (iv) to the scheduled Knowledge of Seller, the expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofPatent. (b) The Company is the sole Seller, and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), and, to the Knowledge of the CompanySeller, there are no facts Licensee and Stanford, has not committed any act, or failed to commit any required act, that would preclude reasonably be expected to cause any Sutro Patents to expire prematurely, lapse or be declared invalid or unenforceable, or that estops the Company from having unencumbered title enforcement of such Sutro Patent against any third party. With respect to (i) any Sutro Patents for which the Owned Product Patent Rights. Neither Seller controls the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership prosecution and maintenance in accordance with Section 9.1 of the rights of the Company in and Vaxcyte License Agreement, and, (ii) to the Owned Product Patent Rights. (c) To the Knowledge of the CompanySeller, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Companyother Sutro Patents, there are no unpaid maintenance feesor renewal fees or annuities payable to any third party that currently are overdue. No Sutro Patents have lapsed or been abandoned, annuities cancelled, disclaimed or other like payments that are overdue with respect expired, and to the Owned Product Patent Rights. (e) To the Knowledge of the CompanySeller, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which there is no fact, circumstance or event that would constitute a basis for any such Product Patent Right was issued lapse, abandonment, cancellation or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Officeexpiration. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanySeller, each individual associated with the filing and prosecution of the Owned Product Patent Rights Sutro Patents owned in whole or in part by Seller, including the named inventors of such Sutro Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of each such Owned Product Patent RightSutro Patents (including any relevant prior art), in each case, in those jurisdictions in the Territory where such duties exist. (hc) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s Seller has not received any written notice from Licensee, Stanford or any Subsidiary’s Commercialization of the Products but for the Company’s other Person, and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the CompanySeller, there is no pending or threatened Action, opposition, interference, reexamination, reissue, inter parties review, post grant review, cancellation, notification, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, Judgment, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability enforceability, scope, inventorship or ownership of any of the Patent Rights set forth on Schedule 4.10(a) Sutro Patents or that would result in reasonably be expected to give rise to any Set-off Set‑Off against the payments due to Seller under the Investor under this Vaxcyte License Agreement. To The Sutro Patents owned by Seller, and to the Knowledge of Seller the CompanyLicensed Sutro Patents, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, order, decree, ruling, challenge, settlement or other final disposition of a Dispute. (kd) Except as disclosed on Schedule 4.10(k)To the Knowledge of Seller, the Sutro Patents that have been issued or granted by the applicable Patent Office are valid and enforceable. Seller has not received any written claim or written legal opinion, whether preliminary in nature or qualified in any manner, which concludes that a challenge to the validity or enforceability of any of the issued Sutro Patents may succeed. Seller has not received any claim or written notice challenging, or threatening to challenge, the ownership of, or rights of Stanford and Licensee in, to, and under or the validity or enforceability of the Sutro Patents. (e) Seller has not received any written notice under the Vaxcyte License Agreement or Stanford License Agreement or otherwise of infringement, misappropriation, or violation of any Sutro Patent. (f) Each of the Sutro Patents owned by Seller correctly names all of the inventors thereof, in accordance with applicable Law. Seller has not received any written notice from Licensee or any other Person, and to the Knowledge of Seller, there is no Person who is or claims to be an inventor under any of the CompanySutro Patents who is not a named inventor thereof, and except or that any Person named as separately disclosed an inventor of any of the Sutro Patents is not an inventor thereof. To the Knowledge of Seller, there is no reasonable basis for such a claim with respect to any of the InvestorSutro Patents owned by Seller. (g) To the Knowledge of Seller, there is no pending or threatenedthreatened Action that claims that the development, and no event has occurred manufacture, use, marketing, sale, offer for sale, importation or circumstance exists that (with distribution of any Royalty Product or without notice of Supply Product does or lapse will infringe, misappropriate or violate any patent or other intellectual property rights of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company other Person. Seller has not received any written notice asserting or claiming any such infringement, misappropriation, or violation in respect of any Royalty Product or Supply Product. To the Knowledge of Seller, the development, manufacture, use, marketing, sale, offer for sale, importation or distribution of any Royalty Product by Licensee, or of Supply Product by or on behalf of Seller or Licensee, does not and will not constitute an infringement, misappropriation, or violation of any patent or other intellectual property rights of any other Person. (h) The Sutro Technology licensed (or sublicensed or optioned, as the case may be) by Seller to Licensee under the Vaxcyte License Agreement constitute all of the foregoingpatents, information and materials owned by or licensed to Seller or any of Seller’s Affiliates that claims cover the Vaccine Compositions, or the manufacture, use, or development thereof, in the Territory. (i) Except as set forth on Exhibit C with respect to the Licensed Sutro Patents, Seller owns the entire right, title and interest, free and clear of any Liens, other than Permitted Liens, in, to and under the Sutro Patents. To the Knowledge of Seller, there are no facts that would preclude Seller from having clear title in, to and under such Sutro Patents. Other than the Licensed Sutro Patents, Seller has not in-licensed any patents or other intellectual property rights covering the manufacture, use, marketing, sale, offer for sale, importation or distribution of any Royalty Products. (j) There are no compulsory licenses granted or, to the Products as currently contemplated infringes on Knowledge of Seller, threatened to be granted under the Sutro Patents with respect to any Patent Royalty Product or other intellectual property rights of any other Person product that, if sold without a license, would constitute a Competitive Infringement of the Sutro Patents. To the Knowledge of Seller, no event or constitutes misappropriation of condition exists that would permit or require Licensee to grant any other such compulsory license to any Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company Seller has not received any written notice from or on behalf of Licensee expressing an intention by Licensee to grant any such compulsory license or otherwise Set-Off any amount from the Purchased Assets because of any claim amount owed or claimed to be owed from Seller to Licensee. (k) The Sutro Patents owned by any Third Party asserting that Seller are not subject to the Company’s Commercialization requirements of the Products infringes such Third Party’s PatentsXxxx-Xxxx Act, 35 USC 200-212 and 37 CFR 401. (l) To Absent the Knowledge Vaxcyte License Agreement and Stanford License Agreement, the manufacture, marketing, use, sale or distribution of VAX-24 and VAX-31 in the applicable jurisdiction would infringe a Valid Claim of one or more of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third PartySutro Patents. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. The Company owns, possesses, licenses or has other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (acollectively, the “Intellectual Property”) Schedule 4.10(a) sets forth an accurate and complete list necessary for the conduct of the Company’s currently subsisting Patent Rights, including a complete and accurate list of business as now conducted or as proposed in the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: (i) the application number (if any); (ii) the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereof. (b) The Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted SEC Reports to be incurred under clause conducted (a) of the definition of “Permitted DebtCompany Intellectual Property”), and, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rights. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms Intellectual Property the failure of which to own or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities have a license or other like payments that are overdue with respect right to the Owned Product Patent Rights. (e) To the Knowledge of the Companyuse would not reasonably be expected to have, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, either individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each individual associated with the filing and prosecution of the Owned Product Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this AgreementMaterial Adverse Effect. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject rights of third parties to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimerIntellectual Property, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed as licensed by the Company’s Commercialization of the Products. To the Knowledge of the Company, there is no Patent Rights other than the Product Patent Rights would limit or prohibit in infringement by third parties of any material respect Company Intellectual Property. There is no pending or, to the Company’s Commercialization Knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any Company Intellectual Property that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. There is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Company Intellectual Property that would reasonably be expected to have, either individually or in the Productsaggregate, a Material Adverse Effect. There is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The Company has is not received any opinion of counsel regarding infringement or non-infringement aware of any Third Party’s Patents by facts required to be disclosed to the Company’s Commercialization U.S. Patent and Trademark Office (“USPTO”) or the Canadian Intellectual Property Office (“CIPO”) which have not been disclosed to the USPTO or CIPO and which would preclude the grant of a patent in connection with any patent application of the Products. (o) To Company Intellectual Property or could form the Knowledge basis of a finding of invalidity with respect to any issued patents of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the ProductsIntellectual Property. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Schedule 4.10(a) Exhibit C to the Disclosure Letter sets forth an accurate and complete list of each DM Portfolio Intellectual Property Right that is a Patent (the Company’s currently subsisting Patent Rights“DM Portfolio Patents”), including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For for each Patent Right set forth on Schedule 4.10(a), the Company has indicatedsuch Patent: (i) the application number (if any); jurisdictions in which such Patent is pending, allowed, granted or issued, (ii) the patent number or registration number (if any); pending patent application serial number, (iii) the country or other jurisdiction where scheduled expiration date of such Patent Right was issuedissued Patent, registeredincluding extensions granted and applied for, or filed; (iv) the scheduled expiration date of any each Patent issuing from such pending patent applications once issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofof such Patent. (b) The Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), and, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rights. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the CompanySelling Parties, each of the Owned Product DM Portfolio Patent Rights correctly identifies each and every inventor of the claims thereof as determined issued in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States or the European Patent Office includes at least one valid and Trademark Officeenforceable claim that covers one or more of the DM Portfolio Products. To the Knowledge of the CompanySelling Parties, there is not each DM Portfolio Patent set forth on Section 3.11(b) of Exhibit C to the Disclosure Letter includes at least one valid and enforceable claim covering the DM Portfolio Product identified as being covered by such DM Portfolio Patent. * * * (c) There are no unpaid maintenance or renewal fees payable by the Seller to any Person who is or claims to be an inventor of third party that currently are overdue for any of the Owned Product Patent Rights who is not a named inventor thereofDM Portfolio Patents. Neither the Company nor its Subsidiaries has received any notice from any Person who is No DM Portfolio Patents have lapsed or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Companybeen abandoned, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effectcancelled or expired. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each Each individual associated with the filing and prosecution of the Owned Product Patent Rights DM Portfolio Patents, including the named inventors of the DM Portfolio Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of each such Owned Product Patent Rightof the DM Portfolio Patents (including any relevant prior art), in each case, in those jurisdictions where such duties exist. (hd) There is at least one valid claim in each Subsequent to the issuance of the Owned Product Patent Rights DM Portfolio Patents, neither Selling Party has filed any disclaimer or made or permitted any other voluntary reduction in the scope of the DM Portfolio Patents. Except as set forth on Schedule 4.10(a) Covering Exhibit C to the Products that would be infringed by the Company’s Disclosure Letter, neither Selling Party has been nor is currently involved in any interference, re-examination, opposition, derivation or other post-grant proceedings involving any Subsidiary’s Commercialization of the Products but for DM Portfolio Patents and no allowable or allowed subject matter of the Company’s DM Portfolio Patents is subject to any competing conception claims of allowable or allowed subject matter of any Patents of any third party and have not been the Subsidiaries’ rights in such Patent Rightssubject of any interference, re-examination, opposition, derivation or other post-grant proceedings. (ie) To Except as disclosed under Part II, Item 1 of Depomed’s quarterly report on Form 10-Q filed with the Knowledge of the CompanySEC on August 8, except for information disclosed 2013 or set forth on Exhibit C to the applicable Patent Office during prosecution of the Owned Product Patent RightsDisclosure Letter, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, derivation or other post-grant proceeding, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) pending, or, to the Knowledge of the Selling Parties, threatened, involving a Selling Party, or, to the Knowledge of the Selling Parties, pending or threatened against any other Person (including each of the Licensees) challenging the legality, validity, enforceability or ownership of or otherwise relating to any of the Patent Rights set forth on Schedule 4.10(a) DM Portfolio Patents or that would result in could give rise to any Set-off against the payments due Royalty Payments. There are no Disputes pending, or to the Investor under this AgreementKnowledge of the Selling Parties, threatened in writing, involving a Selling Party and any DM Portfolio Product, and, to the Knowledge of the Selling Parties, pending or threatened in writing against any other Person (including each of the Licensees) and relating to any DM Portfolio Product. To the Knowledge of the CompanySelling Parties, there are no Disputes by or with any Third Party against none of the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not DM Portfolio Patents nor DM Portfolio Products is subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challenge, settlement or other disposition of a Dispute. (kf) Except as disclosed on Schedule 4.10(k)There is no pending or, to the Knowledge of the CompanySelling Parties, and except as separately disclosed to the Investor, there is no pending or threatenedthreatened in writing, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in could reasonably be expected to give rise to or serve as a basis for any, action, suit or proceeding, or any investigation or claimclaim by any Person to which a Selling Party or, and to the Company has not received any written notice Knowledge of the foregoingSelling Parties, any of the Licensees or its Sublicensee is or could be a party, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of any Designated DM Portfolio Product by any of the Products as currently contemplated infringes Licensees, their Affiliate or their Sublicensees pursuant to the License Agreements does or could infringe on any Patent patent or other intellectual property rights of any other Person or constitutes constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company Neither Selling Party has not received any written notice of any action, suit, proceeding or investigation or claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To Person, and, to the Knowledge of the CompanySelling Parties, none neither the Licensees nor any Sublicensees have received any written notice of any action, suit, proceeding or investigation or claim by any Person that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of any DM Portfolio Product by any of the conceptionLicensees, development and reduction their Affiliate or their Sublicensees pursuant to practice the License Agreements does or could infringe on any patent or other intellectual property rights of the inventions claimed in the Owned Product Patent Rights has constituted any other Person or involved the constitute misappropriation of any other Person’s trade secrets or other rights or intellectual property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Productsrights. To the Knowledge of the CompanySelling Parties, there are no issued Patents owned by any third party that limit or would be infringed by the manufacture, use, marketing, sale, offer for sale, importation or distribution of any Designated DM Portfolio Product in any country in which any Designated DM Portfolio Product is currently manufactured, used, marketed, sold, offered for sale or imported pursuant to the License Agreements and there are no pending patent applications owned by any third party containing claims that, if a Patent Rights other than the Product Patent Rights issues thereon, would limit or prohibit be infringed by the manufacture, use, marketing, sale, offer for sale, importation or distribution of any Designated DM Portfolio Product by a Selling Party, the Licensees or any of their respective licensees in any material respect country in which any Designated DM Portfolio Product is currently manufactured, used, marketed, sold, offered for sale or imported pursuant to the Company’s Commercialization of the ProductsLicense Agreements. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the CompanySelling Parties, there are no pending, published issued Patents owned by any third party that limit or would be infringed * * * and there are no pending patent applications owned by any Third Party, which the Company does not have the right to use, whichthird party containing claims that, if issued with claims reasonably likely to issuea Patent issues thereon, would limit or prohibit in any material respect the Company’s Commercialization of the Productsbe infringed * * *. (pg) To Except as disclosed in Depomed’s reports and other information filed with, or furnished to, the SEC prior to the Closing Date, to the Knowledge of the CompanySelling Parties, there is no Third third party infringing any DM Portfolio Patents to the extent relating to the DM Portfolio Products. Neither Selling Party is infringing has received any notice under any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice License Agreements of infringement of any infringement of the issued Patent RightsDM Portfolio Patent. (qh) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization Each of the Products by the Company. (r) To Selling Parties and, to the Knowledge of the CompanySelling Parties, the Product Patent Licensees has taken commercially reasonable precautions to protect the secrecy, confidentiality and/or value of any DM Portfolio Intellectual Property Rights constitute all that are know-how or other trade secrets of the Patents necessary Selling Parties licensed under the License Agreements, except where the failure to do so could not reasonably be expected to result in an Adverse Change. (i) Except for the Commercialization DM Portfolio Intellectual Property Rights, neither of Selling Parties nor any of Affiliates of either Selling Party controls any Patents that, absent a license, would be infringed by the manufacture, use, sale, offer for sale or importation of any DM Portfolio Product. (j) Neither Selling Party has received nor is otherwise in possession of any written legal opinion with respect to any third party intellectual property rights relating to any DM Portfolio Patents or DM Portfolio Products, including any freedom-to-operate, product clearance, patentability or right-to-use opinion. (m) The date of Regulatory Approval referred to in Section 24.2 of the ProductsSupply Agreement dated as of December 13, 2005, between Biovail Laboratories International SRL and Depomed is December 27, 2007. (n) No claims of any DM Portfolio Patent are being asserted by Depomed or any other Person in any action, suit or proceeding of any kind other than as disclosed on Exhibit C to the Disclosure Letter.

Intellectual Property Matters. (a) Schedule 4.10(a) sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: (i) the application number (if any); (ii) the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereof. (b) The Company MannKind is the sole and exclusive owner of all the entire right, title and interest in each the MannKind Patents, free of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (Liens other than Liens securing Indebtedness permitted held by MidCap and the rights granted to UT under the License Agreement. (b) Each Person who has or has had any rights in or to any MannKind Patents has assigned and has executed an agreement assigning its entire right, title, and interest in and to such MannKind Patents to Seller or its Affiliates. (c) Neither Seller nor any of its Affiliates has previously entered into any agreement, whether written or oral, with respect to the assignment, transfer, license, conveyance or encumbrance of, or otherwise assigned, transferred, licensed, conveyed or encumbered its right, title, or interest in or to any Material Patent (including by granting any covenant not to sue with respect thereto) that would otherwise be incurred under clause included in the MannKind Patents but for such assignment, transfer, license, conveyance, or encumbrance. (ad) As of the definition date hereof, (i) all issued MannKind Patents are in full force and effect and subsisting; (ii) none of “Permitted Debt”)the MannKind Patents is currently involved in any interference, andreissue, reexamination, or opposition proceeding; and (iii) neither Seller nor any of its Affiliates has received any written notice from any Person of any such proceeding, or, to the Knowledge of the CompanySeller, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rights. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for is any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rightsproceeding threatened. (e) To the Knowledge of the CompanySeller, each as of the Owned Product Patent Rights correctly identifies each and every inventor date hereof, except as permitted under the licenses granted to UT under the License Agreement, there are no activities by third parties relating to the MannKind Patents (whether actual or threatened) that would constitute infringement of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued MannKind Patents or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and would reasonably be expected to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not have a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereofMaterial Adverse Effect. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company Seller nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event its Affiliates has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each individual associated with the filing and prosecution of the Owned Product Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice from any Person of any claim or potential claim, whether or not asserted, that: (i) any of the foregoingMannKind Patents are invalid or unenforceable, that claims that (ii) the manufacturedisclosing, usecopying, marketingassigning, sale, offer for sale, importation or distribution licensing of the Products as currently contemplated infringes on any Patent MannKind Patents does or other would be reasonably expected to violate, infringe or misappropriate the valid intellectual property rights of any other Person a third party, or constitutes misappropriation of any other Person’s trade secrets (iii) the use or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed MannKind Patents would be reasonably expected to, based on the development or commercialization of the Royalty Product in the Owned Product Patent Rights has constituted Field as currently conducted by UT, violate, infringe or involved misappropriate the misappropriation valid intellectual property rights of trade secrets or other rights or property of any Third Partya third party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Schedule 4.10(a) sets forth an accurate and complete list The Sellers shall provide to the Buyer a copy of any written notice received by either of the Company’s currently subsisting Patent RightsSellers from a Third Party alleging or claiming that the making, including having made, using, importing, offering for sale or selling of a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have infringes or misappropriates any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: (i) the application number (if any); (ii) the patent or registration number (if any); (iii) the country Patents or other jurisdiction where intellectual property rights of such Patent Right was issuedThird Party, registeredtogether with copies of material correspondence sent or received by the Sellers related thereto, as soon as practicable and in any event not more than ten (10) Business Days following such delivery or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofreceipt. (b) The Company is Sellers shall promptly inform the sole and exclusive owner of all right, title and interest Buyer in each the event that any of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of individuals named in the definition of “Permitted Debt”), and, to the Knowledge of the Company, there are no facts that would preclude Seller” (or the Company from having unencumbered title successors of such Person at the Sellers) becomes aware of any actual infringement by a Third Party of any Patent Rights and shall provide to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has Buyer copies of material correspondence sent or received by either Seller related thereto, as soon as practicable and in any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rightsevent not more than ten (10) Business Days following such delivery or receipt. (c) To If either Seller recovers monetary damages from a Third Party in an action brought for such Third Party’s infringement of any Patent Rights in connection with the Knowledge exploitation of any product, therapy or service that actually or prospectively competes with a Product or the Companymarket for such Product, where such damages (whether in the form of judgment or settlement) are awarded for such infringement of such Patent Rights or loss of sales of such Product, (i) such damages will be allocated first to the reimbursement of any expenses incurred by the Sellers in bringing such action (Aincluding reasonable attorney’s fees) no Owned Product not already reimbursed from other damages awarded under the same action, then (ii) any remaining amount of such damages will be reduced, if applicable, to comply with allocation of recovered damages with licensors of such Patent Right set forth on Schedule 4.10(aRights required under any In-Licenses or Permitted Licensees of such Patent Rights under any Out-Licenses, if any, and (iii) any residual amount of such damages after application of (i) and (Bii) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation will be treated as Net Sales of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge for purposes of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the Company, each individual associated with the filing and prosecution of the Owned Product Patent Rights has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor Royalties under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. Except as set forth on Schedule 3.11: (a) Schedule 4.10(a) Exhibit C to this PSA sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete all AcelRx Patents and accurate list of the currently subsisting Owned Product Patent RightsAssigned Patents. The Company does not have any Licensed Product Patent RightsThere are no Joint Patents. For each AcelRx Patent Right set and Assigned Patent, Exhibit C accurately sets forth on Schedule 4.10(a), the Company has indicated: (i) the application number (if any); countries or jurisdictions in which such Patent is pending, allowed, granted, or issued, (ii) the patent number or registration application serial number (if any); of such Patent, as applicable, (iii) the country or other jurisdiction where status of such Patent Right was issuedPatent, registered, or filed; (iv) the issue date of such Patent, as applicable, (v) as of the date hereof, the expected scheduled expiration date of each issued Patent to the extent an expiration date can be calculated and (vi) as of the date hereof, the scheduled expiration date of each Patent issuing from any issued Patent Right, including a notation if such scheduled pending patent applications to the extent an expiration date includes can be calculated, assuming a term extension or supplementary protection certificate; and (v) the registered owner thereofPatent issues thereon. (b) The Company is Except as indicated in Exhibit C, the sole AcelRx Patents and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights Assigned Patents are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”), subsisting and, to the Knowledge of the CompanySeller, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company AcelRx Patents or Assigned Patents listed in and to the Owned Product Patent Rights. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has Exhibit C have lapsed, expired been abandoned, abandoned or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Officecancelled. To the Knowledge of the CompanySeller, there is except as otherwise set forth in Exhibit C, each AcelRx Patent and Assigned Patent granted by the European Patent Office has been properly validated and maintained in each designated country noted, and such validated rights in each designated country have not any Person who is lapsed, been abandoned or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereofcancelled. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the CompanySeller, each there are no Liens on or applicable to the AcelRx Patents or their use in the Territory (other than the licenses in favor of Grünenthal under the License Agreement). Except for the license granted by the Seller to the Licensee under the License Agreement, there are no licenses, sublicenses, options or other rights with respect to the AcelRx Patents that have been granted by AcelRx to any Third Party. Subject to the licenses in favor of Grünenthal under the License Agreement, the Seller is the exclusive owner of the Product Patent Rights set forth on Schedule 4.10(aentire right, title (legal and equitable) is validand interest in, enforceable to and under the AcelRx Patents with respect to their application to the Territory and each country in full force the Territory. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and effect. Neither filed separately with the Company nor its Subsidiaries has received any opinion of counsel that any Securities and Exchange Commission pursuant to Rule 24b-2 of the Patent Rights isSecurities Exchange Act of 1934, as amended. (c) The Seller has duly and legally filed or applied for registration of and, to the Knowledge of the CompanySeller, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or maintained its ownership interest in the aggregateAcelRx Patents, reasonably be expected including the AcelRx Patents listed on Exhibit C to result this PSA, in any of the Patent Rights becoming, invalid or unenforceable. Neither appropriate agencies and in the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) jurisdictions listed on Exhibit C. To the Knowledge of the CompanySeller, there are currently no unpaid maintenance or renewal fees payable by the Seller to any Third Party that are overdue or will be overdue within 30 days of the Closing Date. To the Knowledge of the Seller, each individual associated with the filing and prosecution of the Owned Product Patent Rights AcelRx Patents, including the named inventors of the AcelRx Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent OfficeOffice regarding the AcelRx Patents, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of the AcelRx Patents (including any relevant prior art), in each such Owned Product Patent Rightcase, in those jurisdictions where such duties exist. (hd) There is at least one valid claim in Subsequent to the issuance of each AcelRx Patent (but, for purposes of clarity, not with respect to any prior or pending Patent application) and up to and including the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering date hereof, neither the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To Seller nor, to the Knowledge of the CompanySeller, except for information disclosed to the applicable Patent Office during prosecution Licensee, has filed any disclaimer or made or permitted any other voluntary reduction in the scope of the Owned Product Patent Rightssuch AcelRx Patent. (e) The Seller has not been involved in any opposition, there are no Patentsrevocation, published patent applicationsnullity, articles, abstracts post-grant or other prior art deemed material to patentability of proceedings involving any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) AcelRx Patents. There is no pending or, to the Knowledge of the CompanySeller, threatened opposition, interferencerevocation, reexaminationnullity, post-grant or other proceedings, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise)investigation, complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, scope, enforceability or ownership of or otherwise relating to any of the Patent Rights set forth on Schedule 4.10(a) AcelRx Patents or that would result in reasonably be expected to give rise to any Royalty Reduction or any Set-off against the payments due to the Investor Seller under this the License Agreement. There are no Disputes pending or, to the Knowledge of the Seller, threatened involving the Seller and the Licensed Product or, to the Knowledge of the Seller, involving any other Person (including Licensee) and relating to the Licensed Product. To the Knowledge of Seller, none of the Company, there are no Disputes by or with any Third Party against AcelRx Patents nor the Company involving the Licensed Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not is subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challenge, settlement or other disposition of a Dispute. (kf) Except as disclosed on Schedule 4.10(k)There is no pending action, suit, proceeding, investigation or claim and, to the Knowledge of the Company, and except as separately disclosed to the InvestorSeller, there is no pending threatened action, suit, proceeding, investigation or threatened, and no event has occurred or circumstance exists that claim to which (with or without notice or lapse of timeA) the Seller, or both(B) would result to the Knowledge of the Seller, the Licensee or any Sublicensee (in or serve as a basis for anythe case of this clause (B), solely to the extent any such action, suit or suit, proceeding, or any investigation or claim, and claim relates to the Company has not received any written notice practice of the foregoingAcelRx Patents under the License Agreement) is a party, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated Licensed Product infringes on any Patent patent or other intellectual property rights of any other Person Third Party or constitutes constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k)To the Knowledge of the Seller, the Company has not received any notice of any claim there are no issued Patents owned by any Third Party asserting that would reasonably be expected to be infringed by the Company’s Commercialization manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products infringes such Licensed Product in the any country in the Territory and, to the Knowledge of the Seller, there are no pending patent applications owned by any Third Party’s PatentsParty containing claims that could reasonably be expected to issue in a granted patent that would be infringed by the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Licensed Product in any country in the Territory. (lg) To the Knowledge of the CompanySeller, none there is no Person infringing any of the conceptionAcelRx Patents, development and reduction to practice nor has the Seller received any notice under the License Agreement of infringement of any of the inventions claimed in AcelRx Patents. To the Owned Product Patent Rights has constituted or involved Knowledge of the misappropriation of trade secrets or other rights or property Seller, no claims of any Third PartyAcelRx Patent are being asserted by the Licensee or any other Person in any action, suit or proceeding of any kind. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (nh) To the Knowledge of the CompanySeller, no Third Party’s each AcelRx Patent has been, or is, or will be, infringed and each Assigned Patent granted by the Company’s Commercialization of European Patent Office includes at least one valid and enforceable claim that covers the Products. To Licensed Product and, to the Knowledge of the CompanySeller, no Patent Rights other than the Product Patent Rights would limit or prohibit is valid and enforceable in any material respect the Company’s Commercialization each of the Products. designated countries identified in Exhibit C in which such Patents have been validated. (i) Except for the AcelRx Patents, neither the Seller nor any of its Affiliates owns or controls any Patents that, absent a license, would be infringed by the manufacture, use, sale, offer for sale or importation of the Licensed Product in the Territory. (j) The Company Seller has not received any opinion of counsel regarding infringement or non-infringement and is not otherwise in possession of any Third Party’s Patents by the Company’s Commercialization of the Products. written legal opinion (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued for purposes of clarity, [*]) with claims reasonably likely respect to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of intellectual property rights relating to any infringement of AcelRx Patent or the issued Patent RightsLicensed Product, including any freedom-to-operate, product clearance, patentability or right-to-use opinion. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Schedule 4.10(a) Exhibit E sets forth an accurate and complete list of all pending Licensed Patents licensed to Incyte pursuant to the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: (i) the application number (if any); (ii) the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereof. (b) The Company is the sole and exclusive owner of all right, title and interest in each of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of the definition of “Permitted Debt”)Incyte Agreement, and, to the Knowledge of the CompanySeller and its Affiliates, there are no facts that would preclude the Company from having unencumbered title Exhibit E sets forth an accurate and complete list of all pending Licensed Patents licensed to Merck pursuant to the Owned Product Merck Agreement, including for each such Licensed Patent: (i) the jurisdictions in which such Licensed Patent Rights. Neither application is pending, (ii) the Company nor its Subsidiaries has received any notice pending patent application serial number, and (iii) the owner of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product such Licensed Patent Rightsapplication. (cb) To the Knowledge of Seller and its Affiliates, the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired Licensed Patents have been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired diligently prosecuted in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the Company, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Officeapplicable Law. To the Knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor Seller and its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanyAffiliates, each individual associated with involved in the filing and prosecution of the Owned Product Patent Rights Licensed Patents has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any the United States Patent Office all in connection with the filing and prosecution of the Licensed Patents. [*] = Certain confidential information known contained in this document, marked by such individual brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to be material to patentability Rule 24b-2 of each such Owned Product Patent Rightthe Securities Exchange Act of 1934, in those jurisdictions where such duties existas amended. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (ic) To the Knowledge of the CompanySeller and its Affiliates, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, (i) there are no Patents, published patent applications, articles, abstracts unpaid maintenance or other prior art deemed material renewal fees payable by Seller to patentability of any Governmental Authority or Third Party that currently are overdue for any of the inventions claimed in the Owned Product Patent RightsLicensed Patents and (ii) no Licensed Patents have lapsed or been abandoned, cancelled or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rightsexpired. (jd) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this Agreement. To the Knowledge of Seller and its Affiliates, the CompanyLicensed Patents have not been the subject of any litigation, there are no Disputes by interference, reissue, inter partes review, post-grant review, or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Disputere-examination proceedings. (ke) Except as disclosed on Schedule 4.10(k), to To the Knowledge of the CompanySeller and its Affiliates, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company Seller Parent has not received any written notice of any pending or threatened Dispute, litigation, interferences, inter partes reviews, post-grant reviews, reexaminations, or like patent office proceedings involving any Licensed Patents. (f) To the foregoingKnowledge of Seller and its Affiliates, neither Seller Parent or any of its Affiliates has received written notice of any threatened or actual action, suit or proceeding that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated a Product infringes on any Patent patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (lg) To the Knowledge of the CompanySeller and its Affiliates, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, there is no Third Party’s Patent Party infringing any Licensed Patents. Neither Seller nor any of its Affiliates has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion notice of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the ProductsLicensed Patents. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Schedule 4.10(a) Exhibit F sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: (i) the application number (if any); Takeda Patents as disclosed to Seller by Takeda on Exhibit D of the Takeda Agreement on March 2, 2021, (ii) the patent or registration number (if any); Joint Patents assigned by Seller to Takeda on March 30, 2021 pursuant to Section 2.3(c)(iv) of the Takeda Agreement and (iii) the country or other jurisdiction where Ovid Patents existing as of the Closing Date (collectively, the “Royalty Product Patents”). To the Knowledge of Seller, Takeda is the sole, true and correct owner of the Takeda Patents listed in Exhibit F and has the sole right to assert such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofTakeda Patents. (b) The Company is the sole and exclusive owner of all right, title and interest in each As of the Owned Product Patent Rights. The Owned Product Patent Rights Closing Date, there are not subject no Ovid Patents or Joint Patents licensed to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred Takeda under clause (a) Section 4.1 of the definition of “Permitted Debt”), andTakeda Agreement. (c) Neither Seller nor, to the Knowledge of the CompanySeller, there are no facts Takeda, has committed any act, or failed to commit any required act, that would preclude reasonably be expected to cause any of the Company from having unencumbered title Royalty Product Patents to expire prematurely, lapse, or be declared invalid or unenforceable, or that estops the Owned enforcement of such Royalty Product Patent Rightsagainst any third party. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in and to the Owned Product Patent Rights. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there There are no unpaid maintenance feesor renewal fees or annuities payable by Seller or, annuities or other like payments that are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge of the CompanySeller, each Takeda, to any third party that currently are overdue for any of the Owned Royalty Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark OfficePatents. To the Knowledge of Seller, no Royalty Product Patents have lapsed or been abandoned, cancelled, disclaimed, or expired, and to the CompanyKnowledge of Seller, there is not no fact, circumstance or event that would constitute a basis for any Person who is such lapse, abandonment, cancellation, or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereofexpiration. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanySeller, each individual associated with the filing and prosecution of the Owned Royalty Product Patent Rights Patents previously owned in part by Seller, including the named inventors of such Royalty Product Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of each such Owned Product Patent Right, in those jurisdictions where such duties exist. (h) There is at least one valid claim in each of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization of the Products but for the Company’s and the Subsidiaries’ rights in such Patent Rights. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent Rights, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this Agreement. To the Knowledge of the Company, there are no Disputes by or with any Third Party against the Company involving the Product Patent Rights. The Patent Rights set forth on Schedule 4.10(a) are not subject to any outstanding injunction, Judgment, ruling, challenge, settlement or other disposition of a Dispute. (k) Except as disclosed on Schedule 4.10(k), to the Knowledge of the Company, and except as separately disclosed to the Investor, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.Royalty

Intellectual Property Matters. (a) Schedule 4.10(a) Exhibit C sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any all Licensed Product Patent RightsPatents. For each Patent Right set forth of such Licensed Patents listed on Schedule 4.10(a)Exhibit C, the Company Seller has indicated: indicated (i) the application number (if any); jurisdictions in which such Licensed Patent is pending, allowed, granted or issued, (ii) the patent number or registration number (if any); patent serial number, (iii) the country or other jurisdiction where scheduled expiration date of such Patent Right was issuedissued patent, registered, or filed; (iv) the scheduled expiration date of any each patent issuing from such pending patent application once issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofof such Licensed Patent. (b) The Company is To the sole and exclusive owner of all right, title and interest in each knowledge of the Owned Product Seller, each claim that has been issued or granted by the appropriate Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party (other than Liens securing Indebtedness permitted to be incurred under clause (a) of Office included in the definition of “Permitted Debt”), and, to the Knowledge of the Company, there are no facts that would preclude the Company from having unencumbered title to the Owned Product Patent Rights. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the ownership of the rights of the Company in relevant Licensed Patents is valid and to the Owned Product Patent Rightsenforceable. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandoned, or otherwise been terminated, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there There are no unpaid maintenance fees, annuities or other like payments renewal fees payable by the Seller to any third party that currently are overdue with respect to the Owned Product Patent Rights. (e) To the Knowledge for any of the CompanyLicensed Patents. No Licensed Patents listed on Exhibit C have lapsed or been abandoned, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued cancelled or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Officeexpired. To the Knowledge knowledge of the Company, there is not any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights who is not a named inventor thereof. (f) To the Knowledge of the Company, each of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanySeller, each individual associated with the filing and prosecution of the Owned Product Patent Rights Licensed Patents, including the named inventors of the Licensed Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of each such Owned Product Patent Rightof the Licensed Patents (including any relevant prior art), in each case, in those jurisdictions in the Territory where such duties exist. (hd) There is at least one valid claim in each Subsequent to the issuance of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering Licensed Patents, neither the Products that would be infringed by Seller nor, to the Company’s or any Subsidiary’s Commercialization knowledge of the Products but for Seller, Counterparty has filed any disclaimer or made or permitted any other voluntary reduction in the Company’s and scope of the Subsidiaries’ rights in such Patent RightsLicensed Patents. (ie) To the Knowledge knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent RightsSeller, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending or, to the Knowledge of the Company, or threatened opposition, interference, inter partes proceeding, reexamination, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) Licensed Patents or that would result in could reasonably be expected to give rise to any Set-off against the payments due to the Investor Seller under this Agreementthe Counterparty License Agreement for the use of the related Licensed Patents. To the Knowledge knowledge of the CompanySeller, there are no Disputes by or with any Third Party third party against the Company Seller involving any of the Product Patent RightsProducts. The Patent Rights set forth on Schedule 4.10(a) Licensed Patents are not subject to any outstanding injunction, Judgmentjudgment, rulingorder, challengedecree, settlement or or, to the knowledge of the Seller, other disposition of a Dispute. (kf) Except as disclosed on Schedule 4.10(k), to To the Knowledge knowledge of the Company, and except as separately disclosed to the InvestorSeller, there is no pending or threatened, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in could reasonably be expected to give rise to or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company Seller has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of any of the Products as currently contemplated infringes on any Patent or other intellectual property rights valid and enforceable patent of any other Person or constitutes constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k). (g) To the knowledge of the Seller, there is no third party infringing any Licensed Patents in any material respect, nor has the Company has not Seller received any notice under the Counterparty License Agreement of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the Products.Licensed Patents, except as set forth on Exhibit C. (oh) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products[*****]. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.

Intellectual Property Matters. (a) Attached hereto as Schedule 4.10(a3.11(a)(i) sets forth an accurate and complete list of the Company’s currently subsisting Patent Rights, including a complete and accurate list of the currently subsisting Owned Product Patent Rights. The Company does not have any Licensed Product Patent Rights. For each Patent Right set forth on Schedule 4.10(a), the Company has indicated: (i) the application number (if any); (ii) is a true, correct, and complete listing of all Product Specific Patents and Joint Patents, respectively, as of the patent or registration number (if any); (iii) the country or other jurisdiction where such Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereofhereof. (b) Attached hereto as Schedule 3.11(b) is a true, correct, and complete listing of all Opiant Patents as of the date hereof. (c) The Company Seller is the sole and exclusive owner of all the entire right, title and interest in each the Opiant Know-How, Opiant Patents and Product Specific Patents, free and clear of the Owned Product Patent Rights. The Owned Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party Liens (other than Liens securing Indebtedness permitted to be incurred under clause (a) the License Agreement). The Seller is the joint owner with Licensee of the definition Joint Intellectual Property Rights, and the Seller’s interest therein is free and clear of “Permitted Debt”any Liens (other than the License Agreement), and, to . To the Knowledge knowledge of the CompanySeller, there are no facts that would preclude the Company Seller from having unencumbered clear title to the Owned Product Patent RightsOpiant Technology. Neither To the Company nor its Subsidiaries knowledge of the Seller, the Intellectual Property Rights constitute all Information and Patents owned or controlled by the Seller and Licensee that are necessary for the development, manufacture, having manufactured, import, use, sale, having sold, offering for sale or otherwise commercializing Narcan®. (d) Except as set forth on Schedule 3.6, to the knowledge of the Seller, all of the issued Licensed Patents are valid and enforceable, and there is no reasonable basis or grounds for any Person to claim otherwise. The Seller has not received any opinion, whether preliminary in nature or qualified in any manner, which concludes that a challenge to the validity or enforceability of any of the Licensed Patents may succeed. Except as set forth on Schedule 3.6, the Seller has not received any notice or other communication of any claim by any Third Party challenging Person challenging, or threatening to challenge, the ownership of the of, or rights of the Company Seller in and to the Owned Product Patent Rights. (c) To the Knowledge of the Company, (i) (A) no Owned Product Patent Right set forth on Schedule 4.10(a) and (B) no material Owned Product Patent Right has lapsed, expired been abandonedto, or otherwise been terminatedthe validity or enforceability of, except for any such material issued Owned Product Patent Right that expired in accordance with its statutory terms or any material Owned Product Patent Right applications that terminated by operation of law. (d) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to the Owned Product Patent RightsLicensed Patents. (e) To the Knowledge of the CompanyThe Seller has not received any notice from any, each of the Owned Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Product Patent Right was issued or is pending. Each such inventor has executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed thereinand, to the Company or to an entity that has in turn executed an assignment assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company, and each such assignment has been duly recorded at the United States Patent and Trademark Office. To the Knowledge knowledge of the CompanySeller, there is not any no, Person who is or claims to be an inventor of under any of the Owned Product Patent Rights who is not a named inventor thereof. Neither the Company nor its Subsidiaries has received any notice from any Person who is or claims to be an inventor of any of the Owned Product Patent Rights Licensed Patents who is not a named inventor thereof. (f) To the Knowledge knowledge of the CompanySeller, the Licensed Patents have been diligently prosecuted in each country in respect of which applications have been made in the respective Patent Office in accordance with applicable laws and regulations. To the knowledge of the Product Patent Rights set forth on Schedule 4.10(a) is valid, enforceable and in full force and effect. Neither the Company nor its Subsidiaries has received any opinion of counsel that any of the Patent Rights is, and, to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could, individually or in the aggregate, reasonably be expected to result in any of the Patent Rights becoming, invalid or unenforceable. Neither the Company nor its Subsidiaries has received any notice of any claim by any Third Party challenging the validity or enforceability of any of the Patent Rights. (g) To the Knowledge of the CompanySeller, each individual associated with involved in the filing and prosecution of the Owned Product Patent Rights Licensed Patents, including the named inventors of the Licensed Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent OfficeOffice in connection with the filing and prosecution of the Licensed Patents, including any duty to disclose to any Patent Office all information known by such individual inventors to be material to the patentability of each such Owned Product Patent Rightof the Licensed Patents (including any relevant prior art), in each case, in those jurisdictions where such duties exist. (g) Except as described in the filings by the Seller with the SEC, or as set forth in the NIDA Agreement, to the knowledge of the Seller, no funding, facilities or resources of any governmental entity or any university, college or other educational institution or research center were used in the development of the Opiant Technology, and no governmental entity, university, college or other educational institution or research center has received from the Seller any ownership in or rights to any Opiant Technology. (h) There is at least one valid claim in each are no unpaid maintenance or renewal fees payable by the Seller to any third party that currently are overdue for any of the Owned Product Patent Rights set forth on Schedule 4.10(a) Covering Licensed Patents. No Licensed Patents have lapsed or been abandoned, cancelled or expired. The Seller has not, and to the Products that would be infringed by the Company’s or any Subsidiary’s Commercialization knowledge of the Products but for Seller, Licensee has not, committed any act, or failed to commit any required act, that could reasonably be expected to cause any of the Company’s and Licensed Patents to expire prematurely or be declared invalid or unenforceable, or that estops the Subsidiaries’ rights in such Patent Rightsenforcement of any of the Licensed Patents against any third party. (i) To the Knowledge of the Company, except for information disclosed to the applicable Patent Office during prosecution of the Owned Product Patent RightsExcept as set forth on Schedule 3.6, there are no Patents, published patent applications, articles, abstracts or other prior art deemed material to patentability of any of the inventions claimed in the Owned Product Patent Rights, or that would otherwise reasonably be expected to materially adversely affect the validity or enforceability of any of the claims of such Owned Product Patent Rights. (j) There is no pending pending, or, to the Knowledge knowledge of the CompanySeller, threatened no threatened, opposition, interference, reexamination, reissue, inter partes review, post-grant review, cancellation, nullification, injunction, claim, suit, action, citation, summonssummon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, proceeding or claim or inter partes review (in each case, other than standard patent prosecution before a Patent Office) (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Patent Rights set forth on Schedule 4.10(a) or that would result in any Set-off against the payments due to the Investor under this AgreementLicensed Patents. To the Knowledge of the Company, there There are no Disputes by or with any Third Party against the Company Person involving the Product Patent Rightsany Products. The Patent Rights set forth on Schedule 4.10(a) Licensed Patents are not subject to any outstanding injunction, Judgmentjudgment, order, decree, ruling, challenge, settlement or other disposition of a Dispute. (j) To Seller’s knowledge, the exploitation of Narcan® will not infringe any Patent or other intellectual property or proprietary right of any Person. The Seller has not, and to the knowledge of the Seller, Licensee has not, received any notice or other communication of any claim by any Person asserting that the manufacture, importation, sale, offer for sale or use of Narcan® infringes or misappropriates any Patent or other intellectual property or proprietary right of any Person. (k) Narcan® is a Product. (l) Except as disclosed set forth on Schedule 4.10(k)3.6, to the Knowledge knowledge of the Company, and except as separately disclosed to the InvestorSeller, there is no pending Third Party infringing or threatenedthreatening to infringe the Licensed Patents or misappropriating or threatening to misappropriate the Intellectual Property Rights. Except as set forth on Schedule 3.6, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would result in or serve as a basis for any, action, suit or proceeding, or any investigation or claim, and the Company Seller has not received any written notice under the License Agreement of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any Patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights. Except as disclosed on Schedule 4.10(k), the Company has not received any notice of any claim by any Third Party asserting that the Company’s Commercialization of the Products infringes such Third Party’s Patents. (l) To the Knowledge of the Company, none of the conception, development and reduction to practice of the inventions claimed in the Owned Product Patent Rights has constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party. (m) No Company Party has filed any disclaimer, other than a terminal disclaimer, or made or permitted any other voluntary reduction in the scope of any Owned Product Patent Right other than by patent claim amendments that occurred during the normal course of patent prosecution of any such owned Product Patent Right. (n) To the Knowledge of the Company, no Third Party’s Patent has been, or is, or will be, infringed by the Company’s Commercialization of the Products. To the Knowledge of the Company, no Patent Rights other than the Product Patent Rights would limit or prohibit in any material respect the Company’s Commercialization of the Products. The Company has not received any opinion of counsel regarding infringement or non-infringement of any Third Party’s Patents by the Company’s Commercialization of the ProductsLicensed Patents. (o) To the Knowledge of the Company, there are no pending, published patent applications owned by any Third Party, which the Company does not have the right to use, which, if issued with claims reasonably likely to issue, would limit or prohibit in any material respect the Company’s Commercialization of the Products. (p) To the Knowledge of the Company, no Third Party is infringing any of the issued Patent Rights. Neither the Company nor its Subsidiaries has put any Third Party on notice of any infringement of the issued Patent Rights. (q) There are no Copyrights, Trademarks, Trade Secrets or domain names material to the Commercialization of the Products by the Company. (r) To the Knowledge of the Company, the Product Patent Rights constitute all of the Patents necessary for the Commercialization of the Products.