Common use of IP Ownership Clause in Contracts

IP Ownership. All Company Registered IP is owned by and registered or applied for solely in the name of a Group Company, is valid and subsisting and has not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied. No Group Company or any of its employees, officers or directors has taken any actions or failed to take any actions that would cause any Company Owned IP to be invalid, unenforceable or not subsisting. No funding or facilities of a Governmental Authority or a university, college, other educational institution or research center was used in the development of any Company Owned IP. Except as contemplated under the Control Contracts, no Company Owned IP is the subject of any Lien, license or other Contract granting rights therein to any other Person. No Group Company is or has been a member or promoter of, or contributor to, any industry standards bodies, patent pooling organizations or similar organizations that could require or obligate a Group Company to grant or offer to any Person any license or right to any material Company Owned IP. No Company Owned IP is subject to any proceeding or outstanding Governmental Order or settlement agreement or stipulation that (a) restricts in any manner the use, transfer or licensing thereof, or the making, using, sale, or offering for sale of any Group Company’s products or services, by any Group Company or (b) may affect the validity, use or enforceability of such Company Owned IP. No Group Company has (i) transferred or assigned any material Company IP; (ii) authorized the joint ownership of, any Company IP; or (iii) permitted the rights of any Group Company in any Company IP to lapse or enter the public domain. Series B-2 Preferred Share Subscription Agreement

IP Ownership. All Company Registered IP is owned by and registered or applied for solely in the name of a the Group CompanyCompanies, is valid and subsisting and has not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied. No None of the Group Company or Companies or, to the Knowledge of any of the Warrantors, any of its employees, officers or directors has taken any actions or failed to take any actions that would cause any Company Owned IP to be invalid, unenforceable or not subsisting. No funding or facilities of a Governmental Authority or a university, college, other educational institution or research center was used in the development of any Company Owned IP. Except as contemplated under the Control Contracts, no No Company Owned IP is the subject of any Lien, license or other Contract granting rights therein to any other PersonPerson (except the non-exclusive Licenses in the ordinary course of business). No Group Company is or has been a member or promoter of, or contributor to, any industry standards bodies, patent pooling organizations or similar organizations that could require or obligate a the Group Company to grant or offer to any Person any license or right to any material Company Owned IP. No Company Owned IP is subject to any proceeding or outstanding Governmental Order governmental order or settlement agreement or stipulation that (a) restricts in any manner the use, transfer or licensing thereof, or the making, using, sale, or offering for sale of any a Group Company’s products or services, by any a Group Company Company, or (b) may affect the validity, use or enforceability of such Company Owned IP. No Group Company has (ia) transferred or assigned any material Company Owned IP; , (iib) authorized the joint ownership of, of any Company Owned IP; , or (iiic) permitted the its rights of any Group Company in any Company Owned IP to lapse or enter the public domain. Series B-2 Preferred Share Subscription Agreement.

IP Ownership. All Company Registered IP is owned by and registered or applied for solely in the name of a Group Company, is valid and subsisting and has not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied. No Group Company or nor, to the knowledge of the Warrantors, any of its employees, officers or directors has taken any actions or failed to take any actions that would cause any Company Owned IP to be invalid, unenforceable or not subsisting. No funding or facilities of a Governmental Authority governmental authority or a university, college, other educational institution or research center was used in the development of any Company Owned IP. Except as contemplated under the Control Contracts, no No Company Owned IP is the subject of any LienEncumbrance, license or other Contract contract granting rights therein to any other Person. No Group Company is or has been a member or promoter of, or contributor to, any industry standards bodies, patent pooling organizations or similar organizations that could require or obligate a Group Company to grant or offer to any Person any license or right to any material Company Owned IP. No Company Owned IP is subject to any proceeding or outstanding Governmental Order or settlement agreement or stipulation that (a) restricts in any material manner the use, transfer or licensing thereof, or the making, using, sale, or offering for sale of any Group Company’s products or services, by any Group Company Company, or (b) may affect the validity, use or enforceability of such Company Owned IP. The Founder and each current and former employee and current and former consultant, has assigned and transferred to a Group Company any and all of his/her Intellectual Property related to the Business made, conceived, reduced to practice, or developed while being employed by any Group Company or otherwise in the course of providing any services to any Group Company. No Group Company has (ia) transferred or assigned any material Company Owned IP; (iib) authorized the joint ownership of, any Company Owned IP; or (iiic) permitted the rights of any Group Company in any Company Owned IP to lapse or enter the public domain. Series B-2 Preferred Share Subscription Agreement“Company Owned IP” means all material Intellectual Property owned by, purported to be owned by, or exclusively licensed to, the Group Companies.

IP Ownership. All of the Company Registered IP is are owned by and by, registered or applied for solely in the name of a Group Company, is are valid and subsisting and has have not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied. No To the Knowledge of the Warrantors, all other material Company Intellectual Property (other than the Company Registered IP) are owned by, registered or applied for (as applicable) solely in the name of the Group Company or Company, and in all material aspect, are valid and subsisting and have not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied. Neither the Group Company, nor any of its employees, officers or directors has taken any actions or failed to take any actions that would cause any of Company Owned IP to be invalid, unenforceable or not subsisting. No funding or facilities of a Governmental Authority or a an university, college, other educational institution or research center was used in the development of any Company Owned IP. Except as contemplated under the Control Contracts, no No Company Owned IP is the subject of any security interest, Lien, license or other Contract granting rights therein to any other Person. Unless otherwise provided in Section 3.20(ii) of the Disclosure Schedule, no Group Company has (i) transferred or assigned, (ii) granted a license to, or (iii) provided to any Person any Company Owned IP material to its business as now conducted and as proposed to be conducted, to any Person. No Group Company is or has been a member or promoter of, or contributor to, any industry standards bodies, patent pooling organizations or similar organizations that could require or obligate a Group Company to grant or offer to any Person any license or right to any material Company Owned IP. No Company Owned IP is subject to any proceeding or outstanding Governmental Government Order or settlement agreement or stipulation that (a) restricts in any manner the use, transfer or licensing thereof, or the making, using, sale, or offering for sale of any Group Company’s products or services, by any Group the Company or (b) may affect the validity, use or enforceability of such Company Owned IP. No Group Company has (i) transferred or assigned any material Company IP; (ii) authorized the joint ownership of, any Company IP; or (iii) permitted the rights of any Group Company in any Company IP to lapse or enter the public domain. Series B-2 Preferred Share Subscription Agreement.

IP Ownership. All Except as listed in Section 3.09(b) of the Disclosure Schedule, all Company Registered IP is owned by and registered or applied for solely in the name of a Group Company, is valid and subsisting and has not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied. No Group Company or any of its employees, officers Officers or directors has taken any actions or failed to take any actions that would cause any Company Owned IP to be invalid, unenforceable or not subsisting. No funding or facilities of a Governmental Authority or a university, college, other educational institution or research center was used in the development of any Company Owned IP. Except as contemplated under the Control Contracts, no No Company Owned IP is the subject of any Lien, license or other Contract granting rights therein to any other Person. No Group Company is or has been a member or promoter of, or contributor to, any industry standards bodies, patent pooling organizations or similar organizations that could require or obligate a Group Company to grant or offer to any Person any license or right to any material Company Owned IP. No Company Owned IP is subject to any proceeding or outstanding Governmental Order or settlement agreement or stipulation that (a) restricts in any manner the use, transfer or licensing thereof, or the making, using, sale, or offering for sale of any Group Company’s Companies’ products or services, by any Group Company Company, or (b) may affect the validity, use or enforceability of such Company Owned IP. No Founder owns any Intellectual Property required and necessary to conduct the Business by any Group Company. No Group Company has (ia) transferred or assigned any material Company IP; (iib) authorized the joint ownership of, any Company IP; or (iiic) permitted the rights of any Group Company in any Company IP to lapse or enter the public domain. Series B-2 Preferred Share Subscription Agreement.

IP Ownership. All Company Except for those disclosed in Section 17(ii) of the Xiaodu Disclosure Schedule, all Xiaodu Registered IP is owned by and registered or applied for solely in the name of a Xiaodu Group Company, is valid and subsisting and has not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied. No Xiaodu Group Company or any of its employees, officers or directors has taken any actions or failed to take any actions that would cause any Company Xiaodu Owned IP to be invalid, unenforceable or not subsisting. No funding or facilities of Xiaodu Group Company has entered into any agreement with a Governmental Authority Entity or a university, college, other educational institution institution, start-up incubator or entities with similar nature, or research center was used which would grant such entities a legal basis to claim the interests or ownership in the development of and to any Company Xiaodu Owned IP. Except as contemplated under the Control Contracts, no Company No material Xiaodu Owned IP is the subject of any Lien, license or other Contract granting rights therein to any other Person. No Xiaodu Group Company is or has been a member or promoter of, or contributor to, any industry standards bodies, patent pooling organizations or similar organizations that could require or obligate a Xiaodu Group Company to grant or offer to any Person any license or right to any material Company Xiaodu Owned IP. No Company Except for those disclosed in Section 17(ii) of the Xiaodu Disclosure Schedule, no Xiaodu Owned IP is subject to any proceeding or outstanding Governmental Order or settlement agreement or stipulation that (a) restricts in any manner the use, transfer or licensing thereof, or the making, using, sale, or offering for sale of any Xiaodu Group Company’s products or services, by any Xiaodu Group Company Company, or (b) may affect the validity, use or enforceability of such Company Xiaodu Owned IP. No Xiaodu Group Company has (ia) transferred or assigned any material Company Xiaodu IP; (iib) authorized the joint ownership of, any Company material Xiaodu IP; or (iiic) permitted the rights of any Xiaodu Group Company in any Company material Xiaodu IP to lapse or enter the public domain. Series B-2 Preferred Share Subscription Agreement.