Common use of Licensor Representations and Warranties Clause in Contracts

Licensor Representations and Warranties. Licensor represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and that it has the requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder; (b) the execution, delivery and performance by Licensor of this Agreement have been duly authorized and approved by all necessary action by Licensor, and assuming due authorization, execution and delivery by Licensor, this Agreement constitutes the legal, valid and binding obligations of Licensor, enforceable against Licensor in accordance with its terms; (c) the execution and delivery of this Agreement and the performance of Licensor’s obligations hereunder do not conflict with, violate, breach, constitute a default under, or require any consent under any contract between Licensor and any third party; (d) it has the right to grant all licenses granted to Licensee under this Agreement; (e) other than licenses to Third Party Software and certain grants of rights made to Licensee under the RemoteMDx Agreement, Licensor has granted to Licensee all Intellectual Property Rights necessary to make, have made, market, distribute, sell and otherwise commercially exploit the Volu-Sol Product in the Territory in the manner contemplated by this Agreement; (f) the Volu-Sol Products, Product Marketing Materials, and the Software, and the use thereof, do not and, during the Term, will not infringe, violate or constitute misappropriation or unauthorized use of the copyright, patent, trade secret, license or other intellectual property, proprietary or contract rights of any third party in any manner that would have an adverse effect on Licensee’s use and enjoyment thereof; (g) the Supplied Products delivered by Licensor shall (i) conform to the Product Documentation and to the quality standards set forth in this Agreement; (ii) be free and clear of any lien or encumbrance; (iii) be merchantable; and (iv) except as provided herein, be new; (h) when installed on Licensee’s servers by Licensor pursuant to the terms of this Agreement, the Software, including Third Party Software that is then part of Licensor’s application, will operate in substantially the same way as such software operates in Licensor’s hosted environment as of such installation date; (i) the Software does not and will not contain any computer code (i) designed to disrupt, disable or harm the operation thereof, or any other associated software, hardware, computer system or network, (ii) that would disable or impair the operation thereof based on the elapsing of a period of time, the exceeding of an authorized number of users or copies, or the advancement to a particular date or other numeral, or (iii) that would permit access by Licensor or any third party to cause such disablement or impairment, or any other harmful, malicious or hidden procedures, routines or mechanisms that would cause the Software to malfunction or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the operations of Licensee, its affiliates or its customers; (j) the Software does not and will not contain any computer code that would impose any requirements on how the products of, or other intellectual property used by, Licensee are licensed or otherwise distributed to third parties; and (k) it does and, during the Term, shall comply with all published laws, regulations, rules and orders applicable to the performance of its obligations under this Agreement.

Licensor Representations and Warranties. Licensor represents and warrants that: (a) it to Licensee that as of the date of this Agreement: [53] When know-how is duly organizedlicensed, validly existing consider applicable reps/warranties that are commonly included in trade secret licenses. to the best of Licensor’s knowledge, the Licensor Patent Rights and Licensor Know-How exist and are not invalid or unenforceable, in good standing under whole or in part; [54] Important to include “to the laws best of its jurisdiction Licensor’s knowledge” qualifier if Licensor is required to rep/warrant validity of incorporation or organization, and that licensed IP. it has the requisite full right, power and authority to execute and deliver enter into this Agreement and to perform all of grant the licenses granted under Article 4; it has not previously assigned, transferred, conveyed or otherwise encumbered its obligations hereunder; (b) right, title and interest in Licensor Patent Rights or Licensor Know-How; to the execution, delivery and performance by Licensor of this Agreement have been duly authorized and approved by all necessary action by Licensor, and assuming due authorization, execution and delivery by Licensor, this Agreement constitutes the legal, valid and binding obligations of Licensor, enforceable against Licensor in accordance with its terms; (c) the execution and delivery of this Agreement and the performance best of Licensor’s obligations hereunder do not conflict withknowledge, violate, breach, constitute a default under, or require any consent under any contract between Licensor it is the sole and any third party; (d) it has the right to grant all licenses granted to Licensee under this Agreement; (e) other than licenses to Third Party Software and certain grants of rights made to Licensee under the RemoteMDx Agreement, Licensor has granted to Licensee all Intellectual Property Rights necessary to make, have made, market, distribute, sell and otherwise commercially exploit the Volu-Sol Product in the Territory in the manner contemplated by this Agreement; (f) the Volu-Sol Products, Product Marketing Materials, and the Software, and the use thereof, do not and, during the Term, will not infringe, violate or constitute misappropriation or unauthorized use exclusive owner of the copyrightLicensor Patent Rights and Licensor Know-How, patent, trade secret, license or other intellectual property, proprietary or contract rights all of any third party in any manner that would have an adverse effect on Licensee’s use and enjoyment thereof; (g) the Supplied Products delivered by Licensor shall (i) conform to the Product Documentation and to the quality standards set forth in this Agreement; (ii) be which are free and clear of any lien liens, charges and encumbrances, and no other person, corporate or encumbrance; (iii) be merchantable; and (iv) except as provided hereinother private entity, be new; (h) when installed on Licensee’s servers by Licensor pursuant or governmental entity or subdivision thereof, has any claim of ownership whatsoever with respect to the terms Licensor Patent Rights and Licensor Know-How; [55] Knowledge qualifier may not be necessary in this subsection in view of this Agreement, the Software, including Third Party Software that is then part other terms. to the best of Licensor’s applicationknowledge, will operate in substantially the same way as such software operates in exercise of the license granted to Licensee under the Licensor Patent Rights and Licensor Know-How, including without limitation the development, manufacture, use, sale and import of Compound and Products do not interfere with or infringe any intellectual property rights owned or possessed by any Third Party; [56] Licensor should insist on a knowledge qualifier for this rep/warranty. there are no claims, judgments or settlements against or owed by Licensor and, to the best of Licensor’s hosted environment as of such installation date; (i) the Software does not and will not contain any computer code (i) designed to disruptknowledge, disable there are no pending or harm the operation thereof, threatened claims or any other associated software, hardware, computer system or network, (ii) that would disable or impair the operation thereof based on the elapsing of a period of time, the exceeding of an authorized number of users or copies, or the advancement to a particular date or other numeral, or (iii) that would permit access by Licensor or any third party to cause such disablement or impairment, or any other harmful, malicious or hidden procedures, routines or mechanisms that would cause the Software to malfunction or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the operations of Licensee, its affiliates or its customers; (j) the Software does not and will not contain any computer code that would impose any requirements on how the products of, or other intellectual property used by, Licensee are licensed or otherwise distributed to third parties; and (k) it does and, during the Term, shall comply with all published laws, regulations, rules and orders applicable litigation relating to the performance Licensor Patent Rights and Licensor Know-How; and [57] Knowledge qualifier may not be necessary in this subsection in view of its obligations the other terms. Consider adding a rep/warranty that Licensor has not been notified by any Third Parties of any potential IP claims. Licensor has disclosed to Licensee all reasonably relevant information regarding the Licensor Patent Rights and Licensor Know-How licensed under this Agreement. [58] This is a useful catch-all for Licensee but may be onerous on Licensor. Licensor has disclosed to Licensee the existence of any patent opinions related to the Licensor Patent Rights and Licensor Know-How licensed under this Agreement.

Licensor Representations and Warranties. 8.1 Licensor warrants, represents and warrants undertakes that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and that 8.1.1 it has the requisite power full right and authority and all required consents, authorisations and/or licences from all Third Party licensors, to execute grant the rights and deliver this Agreement and licences set out herein free from any encumbrances which may affect the rights granted to perform all of its obligations hereunderLicensee; (b) 8.1.2 the executionuse, delivery and performance by Licensor development or exploitation of this Agreement have been duly authorized and approved by all necessary action by Licensor, and assuming due authorization, execution and delivery by Licensor, this Agreement constitutes the legal, valid and binding obligations of Licensor, enforceable against Licensor in accordance with its terms; (c) the execution and delivery of this Agreement and the performance of Licensor’s obligations hereunder do Licensed Assets will not conflict with, violate, breach, constitute a default under, or require any consent under any contract between Licensor and any third party; (d) it has the right to grant all licenses granted to Licensee under this Agreement; (e) other than licenses to Third Party Software and certain grants of rights made to Licensee under the RemoteMDx Agreement, Licensor has granted to Licensee all infringe Intellectual Property Rights necessary to makeor any other right of any Third Party; 8.1.3 the Licensed Assets is not being infringed, have made, market, distribute, sell and otherwise commercially exploit the Volu-Sol Product attacked or opposed by any person anywhere in the Territory in the manner contemplated by this Agreementworld; (f) 8.1.4 all information in respect of the VoluLicensed Assets given in writing at any time during the Term by or on behalf of Licensor to Licensee was or will be, when given, the most up-Sol Productsto-date, Product Marketing Materialscomplete and accurate in all material respects; 8.1.5 save for the rights that Licensor has licensed from Third Parties, as at the Effective Date and the Software, and the use thereof, do not and, during throughout the Term, Licensor is (or, in the case of pending applications, will not infringe, violate or constitute misappropriation or unauthorized use be) recorded as the proprietor of the copyrightapplicable Intellectual Property Rights where registered; 8.1.6 the registered Intellectual Property Rights in and to the Licensed Assets are (or, patentin the case of pending applications, trade secretwill be) valid, license subsisting and enforceable and nothing has been done, omitted or other intellectual propertypermitted nor any event having occurred whereby such Intellectual Property Rights have ceased or might cease to be valid and enforceable; 8.1.7 it will ensure that the applicable Intellectual Property Rights are renewed when necessary throughout the Term and that all reasonable steps are taken throughout the Term to secure registration of such Intellectual Property Rights which are or may be pending registration; 8.1.8 there are no actual or threatened claims, proprietary pending or contract rights completed claim, action, suit, order or proceeding: (i) with respect to any Licensed Assets; and (ii) which are inconsistent with or in contest with Licensor’s ownership of any third party the rights, title and interests in any manner that would have an adverse effect on and to the Licensed Assets or its right to licence the Licensed Assets to Licensee; 8.1.9 the Licensed Assets and Licensee’s use and enjoyment thereof; (g) the Supplied Products delivered by Licensor shall (i) conform to the Product Documentation and to the quality standards set forth in this Agreement; (ii) be free and clear of any lien or encumbrance; (iii) be merchantable; and (iv) except as provided herein, be new; (h) when installed on Licensee’s servers by Licensor pursuant to the terms of this Agreement, the Software, including Third Party Software that is then part of Licensor’s application, will operate in substantially the same way as such software operates in Licensor’s hosted environment as of such installation date; (i) the Software does thereof do not and will not contain breach any computer code Laws and Legal Requirements; 8.1.10 no moral rights have been asserted or are likely to be asserted which would affect the use of any of the Licensed Assets; and 8.1.11 it shall not: (i) designed to disruptdescribe or hold itself out as agent or representative of Licensee except for the limited circumstances and scope expressly authorised by this Agreement or by Licensee in writing, disable if any; or harm the operation thereof, or any other associated software, hardware, computer system or network, (ii) that would disable incur any liability on behalf of Licensee or impair pledge the operation thereof based on the elapsing credit of a period of time, the exceeding of an authorized number of users Licensee in any way or copies, accept any order or the advancement to a particular date or other numeral, or (iii) that would permit access by Licensor or make any third party to cause such disablement or impairment, or any other harmful, malicious or hidden procedures, routines or mechanisms that would cause the Software to malfunction or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the operations of contract binding upon Licensee without Licensee, its affiliates or its customers; (j) the Software does not and will not contain any computer code that would impose any requirements on how the products of, or other intellectual property used by, Licensee are licensed or otherwise distributed to third parties; and (k) it does and, during the Term, shall comply with all published laws, regulations, rules and orders applicable to the performance of its obligations under this Agreement’s prior written consent.

Licensor Representations and Warranties. Licensor hereby represents and warrants thatto TranS1 as follows: (a) it is duly organized, validly existing 2.2.1 All Licensed Patent Rights listed in Exhibit A and in good standing under the laws of its jurisdiction of incorporation or organization, and that it has the requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder; (b) the execution, delivery and performance Know-How set forth on Exhibit B or otherwise provided by Licensor to TranS1 are solely owned by Licensor free and clear of this Agreement have all liens, charges and encumbrances, either written, oral, or implied. Each individual named as an inventor on each patent application set forth in Exhibit A in the Territory has assigned to Licensor all of his or her rights to inventions that are claimed therein. Each inventor of each invention claimed in the Licensed Patent Rights has been duly authorized and approved by all necessary action by Licensor, and assuming due authorization, execution and delivery by Licensor, this Agreement constitutes properly identified in the legal, valid and binding obligations applicable patent application. No portion of Licensor, enforceable against Licensor in accordance with its terms; (c) the execution and delivery Licensed Technology was made or conceived as a result of this Agreement and the performance of services for a third party. 2.2.2 As of the Effective Date there are no interference or opposition proceedings pending or, to Licensor’s obligations hereunder knowledge, threatened against Licensor before any court or administrative office or agency which relate to the Licensed Patent Rights. 2.2.3 As of the Effective Date, each of the patent applications listed in Exhibit A is currently pending and has not been abandoned. To Licensor’s knowledge, (i) each of the currently pending patent applications listed on Exhibit A has been filed in good faith, (ii) the use or practice of the Licensed Patent Rights or Licensed Know-How do not conflict withinfringe any copyright, violate, breach, constitute a default under, patent trade secret or require any consent under any contract between Licensor and other proprietary right held by any third party; ; and (diii) it has the right conception, development and reduction to grant all licenses granted to Licensee under this Agreement; (e) other than licenses to Third Party Software and certain grants practice of rights made to Licensee under the RemoteMDx Agreement, Licensor has granted to Licensee all Intellectual Property Rights necessary to make, have made, market, distribute, sell and otherwise commercially exploit the Volu-Sol Product inventions claimed in the Territory in Licensed Patent Rights have not constituted or involved the manner contemplated breach by this Agreement; (f) the Volu-Sol Products, Product Marketing Materials, and the Software, and the use thereof, do not and, during the Term, will not infringe, violate or constitute misappropriation or unauthorized use of the copyright, patent, trade secret, license or other intellectual property, proprietary or contract rights Licensor of any third party contractual obligations or the misappropriation of trade secrets of any Third Party. 2.2.4 Neither Licensor nor any Affiliate of Licensor controls any Patent Rights (other than the Licensed Patent Rights) or proprietary information (other than the Licensed Know-How) related to Product in any manner that would have an adverse effect on Licensee’s the Field. 2.2.5 All research, development and use and enjoyment thereof; (g) the Supplied Products delivered conducted by Licensor shall (i) conform with respect to the Product Documentation and Licensed Technology prior to the quality standards set forth Effective Date (specifically including the surgical procedures which resulted in this Agreement; (iithe data included in the materials identified on Exhibit B) be free has been conducted in accordance with applicable law and clear applicable medical ethics standards. 2.2.6 Licensor is not aware of any lien or encumbrance; (iii) be merchantable; and (iv) except as provided herein, be new; (h) when installed on Licensee’s servers by Licensor pursuant information material to the terms safety or efficacy of this Agreement, the Software, including Third Party Software Product that is then part of Licensor’s application, will operate in substantially the same way as such software operates in Licensor’s hosted environment as of such installation date; (i) the Software does has not and will not contain any computer code (i) designed been disclosed to disrupt, disable or harm the operation thereof, or any other associated software, hardware, computer system or network, (ii) that would disable or impair the operation thereof based on the elapsing of a period of time, the exceeding of an authorized number of users or copies, or the advancement to a particular date or other numeral, or (iii) that would permit access by Licensor or any third party to cause such disablement or impairment, or any other harmful, malicious or hidden procedures, routines or mechanisms that would cause the Software to malfunction or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the operations of Licensee, its affiliates or its customers; (j) the Software does not and will not contain any computer code that would impose any requirements on how the products of, or other intellectual property used by, Licensee are licensed or otherwise distributed to third parties; and (k) it does and, during the Term, shall comply with all published laws, regulations, rules and orders applicable prior to the performance of its obligations under this AgreementEffective Date.

Licensor Representations and Warranties. Licensor LICENSOR represents and warrants thatto LICENSEE that as of the Effective Date of this Agreement: (a) it is duly organized, validly Exhibit A attached hereto contains a true and complete list of the Licensor Patent Rights existing and on the Effective Date. The Licensor Patent Rights listed in good standing under the laws of its jurisdiction of incorporation or organization, and that it has the requisite power and authority to execute and deliver this Agreement and to perform Exhibit A include all of its obligations hereunder;the Patent Rights Controlled by LICENSOR as of the Effective Date that cover the Licensed Product or the Development, manufacture, use, sale, offer for sale or import and export of theLicensed Product (b) LICENSOR (i) has the execution, delivery right to grant the license that it purports to grant in Section 2.1; and performance by (ii) has not granted to any Third Party any license or other right with respect to any Licensed Product or Licensor of this Agreement have been duly authorized Technology that conflicts with the license and approved by all necessary action by Licensor, and assuming due authorization, execution and delivery by Licensor, this Agreement constitutes the legal, valid and binding obligations of Licensor, enforceable against Licensor in accordance with its termsrights granted to LICENSEE herein; (c) other than the execution Third-Party Agreements listed in Exhibit B appended hereto, there are no agreements in effect as of the Effective Date between LICENSOR and delivery a Third Party under which rights with respect to the Licensor Technology are being licensed to LICENSOR or are limited or subject to any obligations of this Agreement and the performance of Licensor’s obligations hereunder do not conflict with, violate, breach, constitute a default under, or require any consent under any contract between Licensor and any third party;LICENSOR. (d) it has to the right best of LICENSOR’s knowledge, LICENSOR is the sole and exclusive licensee of all right, title and interest in and to grant all licenses granted the Licensor Patent Rights and Licensor Technology in existence on the Effective Date, subject only to Licensee under this Agreementthe rights of ownership of the Patent Rights by UM and exclusively licensed to LICENSOR; (e) other than licenses to Third Party Software the best of LICENSOR’s knowledge, the issued and certain grants of rights made to Licensee under the RemoteMDx Agreement, Licensor has granted to Licensee all Intellectual Property Rights necessary to make, have made, market, distribute, sell and otherwise commercially exploit the Volu-Sol Product unexpired claims included in the Territory in Licensor Patent Rights existing as of the manner contemplated by this AgreementEffective Date, if any, are valid and enforceable; (f) to the Volu-Sol Productsknowledge of LICENSOR, Product Marketing Materialsno reexamination, and the Softwareinterference, and the use thereofinvalidity, do not andopposition, during the Term, will not infringe, violate nullity or constitute misappropriation similar claim or unauthorized use of the copyright, patent, trade secret, license proceeding is pending or other intellectual property, proprietary or contract rights of threatened with respect to any third party in any manner that would have an adverse effect on Licensee’s use and enjoyment thereofLicensor Patent Right; (g) the Supplied Products delivered by Licensor shall (i) conform to the knowledge of LICENSOR, the practice of the Licensor Patent Rights in the manufacture, Development, use, sale, offer for sale, sublicense, distribution, export or import of the Licensed Product Documentation and to does not infringe any issued patent. LICENSOR has not received notice from any Third Party claiming that the quality standards set forth practice of the Licensor Patent Rights in this Agreement; (ii) be free and clear the manufacture, Development, use, sale, offer for sale, sublicense, distribution, export or import of any lien Licensed Product Infringes or encumbrance; (iii) be merchantable; and (iv) except as provided herein, be newwould Infringe the patent or other intellectual property rights of any Third Party; (h) when installed on Licensee’s servers there are no claims, judgments or settlements against or owed by Licensor pursuant LICENSOR (or any of its Affiliates) with respect to the terms of this AgreementLicensor Technology, and LICENSOR is not a party to any legal action, suit or proceeding relating to the SoftwareLicensor Technology or any Licensed Product(s), including nor has LICENSOR received any written communication from any Third Party Software that is then part of Licensor’s applicationParty, will operate in substantially the same way as including, without limitation, any Regulatory Authority or other government agency, threatening such software operates in Licensor’s hosted environment as of such installation dateaction, suit or proceeding; (i) all tangible or recorded information and data provided by or on behalf of LICENSOR to LICENSEE related to Licensed Product(s) on or before the Software does Effective Date in contemplation of this Agreement was and is true, accurate and complete in all material respects, and LICENSOR has not and will not contain any computer code (i) designed failed to disrupt, disable or harm the operation thereofdisclose, or any other associated software, hardware, computer system or network, (ii) that would disable or impair the operation thereof based on the elapsing of a period of time, the exceeding of an authorized number of users or copies, or the advancement to a particular date or other numeral, or (iii) that would permit access by Licensor or any third party failed to cause to be disclosed, any such disablement information or impairment, or any other harmful, malicious or hidden procedures, routines or mechanisms data related to Licensed Product(s) in its possession and Control that would cause the Software information and data that has been disclosed to malfunction or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the operations of Licensee, its affiliates or its customersbe misleading in any material respect; (j) the Software does not and will not contain neither LICENSOR nor any computer code that would impose any requirements on how the products ofof its Affiliates has obtained, or other intellectual property used byfiled for, Licensee are licensed any IND’s, BLA’s or otherwise distributed Marketing Approvals for any Licensed Product in the Field; (k) all research and Development conducted by or on behalf of LICENSOR or any of its Affiliates related to third partiesthe Licensed Products prior to the Effective Date was conducted in compliance in all material respects with all Applicable Laws and, as applicable, GLP, GCP and/or GMP; (l) neither LICENSOR nor any of its members, managers, employees or Affiliates is debarred or disqualified under the Act or comparable Applicable Laws outside of the United States; and (km) it does LICENSOR and, during to the Termbest of its knowledge, shall comply its members, managers, directors, officers, employees, and any agent, representative, subcontractor or other third party acting for or on such its behalf, has not, directly or indirectly, offered, paid, promised to pay, or authorized such offer, promise or payment, of anything of value, to any Person for the purposes of obtaining or retaining business through any improper advantage in connection with all published lawsthe Development, regulationsCommercialization or exploitation of a Licensed Product, or that would otherwise violate any Applicable Laws, rules and orders applicable regulations concerning or relating to public or commercial bribery or corruption, and LICENSOR’ s books, accounts, records and invoices related to the performance of its obligations under this AgreementLicensed Product(s) are complete and accurate.

Licensor Representations and Warranties. Licensor hereby represents and warrants thatto Licensee as follows: (a) it is duly organized, validly existing and 2.2.1 All Licensed Patent Rights listed in good standing under the laws of its jurisdiction of incorporation or organization, and that it has the requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder; (b) the execution, delivery and performance by Licensor of this Agreement have been duly authorized and approved by all necessary action by Licensor, and assuming due authorization, execution and delivery by Licensor, this Agreement constitutes the legal, valid and binding obligations of Licensor, enforceable against Licensor in accordance with its terms; (c) the execution and delivery of this Agreement and the performance of Licensor’s obligations hereunder do not conflict with, violate, breach, constitute a default under, or require any consent under any contract between Licensor and any third party; (d) it has the right to grant all licenses granted to Licensee under this Agreement; (e) other than licenses to Third Party Software and certain grants of rights made to Licensee under the RemoteMDx Agreement, Licensor has granted to Licensee all Intellectual Property Rights necessary to make, have made, market, distribute, sell and otherwise commercially exploit the Volu-Sol Product Exhibit A in the Territory in the manner contemplated by this Agreement; (f) the Volu-Sol Products, Product Marketing Materials, and the Software, and the use thereof, do not and, during the Term, will not infringe, violate or constitute misappropriation or unauthorized use of the copyright, patent, trade secret, license or other intellectual property, proprietary or contract rights of any third party in any manner that would have an adverse effect on Licensee’s use and enjoyment thereof; (g) the Supplied Products delivered are solely owned by Licensor shall (i) conform to the Product Documentation and to the quality standards set forth in this Agreement; (ii) be free and clear of all liens, charges and encumbrances, either written, oral, or implied. Each individual named as an inventor on each patent application set forth in Exhibit A in the Territory is under a legally or contractually binding obligation to assign to Licensor, and has assigned to Licensor, all of his or her rights to inventions that are claimed therein. 2.2.2 As of the Effective Date there are no interference or opposition proceedings pending or, to Licensor's knowledge, threatened against Licensor before any lien court or encumbrance; (iii) be merchantable; and (iv) except as provided herein, be new; (h) when installed on Licensee’s servers by Licensor pursuant administrative office or agency which relate to the terms Licensed Patent Rights. 2.2.3 As of this Agreementthe Effective Date, each of the patent applications listed in Exhibit A in the Territory is, as and to the extent identified on such Exhibit, currently pending and has not been abandoned. To Licensor's Knowledge, neither Licensor nor any Affiliate of Licensor Controls any Patent Rights (other than the Licensed Patent Rights) related to Product in the Field. To Licensor's Knowledge, the Softwareanticipated commercialization of diazepam as an intranasally administered pharmaceutical product for human therapeutic use is not blocked by a valid claim of any issued Patents. 2.2.4 To Licensor's Knowledge, including Third Party Software that is then part of Licensor’s application, will operate in substantially the same way as such software operates in Licensor’s hosted environment as of such installation date; (i) each of the Software does not currently pending patent applications listed on Exhibit A in the Territory has been filed in good faith, and will not contain any computer code (i) designed to disrupt, disable or harm the operation thereof, or any other associated software, hardware, computer system or network, (ii) the conception, development and reduction to practice of inventions related to Product have not constituted or involved the misappropriation of trade secrets of any Third Party. 2.2.5 All preclinical development conducted by Licensor with respect to Product prior to the Effective Date (specifically including the preclinical research and development activity of Licensor that would disable generated data as identified on Exhibit B) has been conducted in accordance with applicable law. To Licensor's knowledge, no preclinical or impair clinical development activities conducted by any Third Party on behalf of Licensor with respect to Product prior to the operation thereof based Effective Date has been conducted in a manner that is not in accordance with applicable law. Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. 2.2.6 To Licensor's Knowledge as of the Effective Date, except for the Licensed Know-How Rights listed on Exhibit B, accurate and completes copies of which have been provided to Licensee, and the elapsing IND information listed on Exhibit C, Licensor does not own or Control and is not aware of a period any clinical data or other technical information related to the safety or efficacy of time, the exceeding of an authorized number of users or copies, Product or the advancement scientific, therapeutic or commercial potential of any Product. Licensor has not itself (i.e. under the name of Licensor) filed any IND with respect to a particular date or other numeral, or (iii) that would permit access Product. 2.2.7 The personnel included in the definition of the term "Licensor's Knowledge" are the individuals employed by Licensor or any third party to cause such disablement or impairment, or any other harmful, malicious or hidden procedures, routines or mechanisms that would cause the Software to malfunction or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the operations of Licensee, its affiliates (or its customers; Affiliates) who have primary responsibility for Licensor's activities related to the Licensed IP Rights and the Product. The term "Licensor's Knowledge" means the actual knowledge (jwithout duty to investigate) as of the Software does not Effective Date of any person with direct managerial responsibility for administering the Licensed IP Rights and will not contain any computer code that would person with direct managerial responsibility for Licensor's activities related to the Product and specifically includes Licensor's intellectual property department and licensing and business development department. Nothing in this Section 2.2 shall be construed to impose any requirements personal liability on how any of the products of, or other intellectual property used by, Licensee are licensed or otherwise distributed to third parties; and (k) it does and, during the Term, shall comply with all published laws, regulations, rules and orders applicable to the performance of its obligations under this Agreementforegoing individuals.

Licensor Representations and Warranties. Licensor represents and warrants to Licensee that: (a) it is duly organizedAs of the Effective Date, validly existing and subject to the limitations contained in good standing under the laws of its jurisdiction of incorporation or organization, and that it has the requisite power and authority to execute and deliver this Initial License Agreement and the Underlying GMP License, (i) Licensor has all right, title and interest in and to perform all the Licensor Technology and (ii) the Licensor Technology is free and clear of its obligations hereunder;any liens, charges, encumbrances or rights of others to possession or use. (b) As of the executionEffective Date, delivery and performance by Initial Licensor has opted out in full from the Initial Project pursuant to Section 9.5 of this Agreement have been duly authorized and approved by all necessary action by Licensor, and assuming due authorization, execution and delivery by Licensor, this Agreement constitutes the legal, valid and binding obligations of Licensor, enforceable against Licensor in accordance with its terms;Initial License Agreement. (c) As of the execution and delivery Effective Date, neither Licensor nor any of this Agreement and the its Affiliates are Developing, Manufacturing or Commercializing, or have plans to Develop, Manufacture or Commercialize, either directly or indirectly, any inhibitor of IL-17 or inhibitor of any receptor of IL-17, other than in performance of Licensor’s obligations hereunder do not conflict with, violate, breach, constitute a default under, or require any consent under any contract between Licensor and any third party;this Agreement. (d) it As of the Effective Date, the Patent Rights set forth on Schedule ‎1.55 constitute all Licensor Patents owned or Controlled by Licensor as of the Effective Date. As of the time the Transfer Plan is agreed upon in writing by the Parties, the Know-How and Licensor Materials to be set forth in such Transfer Plan constitute all Licensor Know-How, Inlicensed Know-How and Licensor Materials owned or Controlled by Licensor as of the Effective Date. (e) As of the Effective Date, to Licensor’s Knowledge, no Affiliate of Licensor owns or Controls any Patent Rights that are necessary for the Development, Manufacture or Commercialization of any Compound or Licensed Product. (f) As of the Effective Date, Licensor does not have the right to grant a license or sublicense under any Patent Rights or Know-How Controlled by any of Licensor’s Affiliates other than Licensor Affiliates. (g) As of the Effective Date, no claims have been asserted, or, to Licensor’s Knowledge, threatened by any Person, nor are there any valid grounds for any claim of any such kind (i) challenging the validity, enforceability, effectiveness, or ownership of any Licensor Patents or Inlicensed Patents (including, by way of example, through the institution of or written threat of institution of interference, inter partes review, reexamination, protest, opposition, nullity or similar invalidity proceeding before the United States Patent and Trademark Office or any foreign patent authority or court), or (ii) to the effect that the Development, Manufacture, Commercialization or use of any Compound or Licensed Product infringes, misappropriates or otherwise violates or will infringe, misappropriate or otherwise violate any Intellectual Property right of any Person. (h) As of the Effective Date, Licensor is not aware of any facts or circumstances that are reasonably likely to provide a basis for a finding of invalidity or unenforceability of any of the Licensor Patents. (i) As of the Effective Date, Licensor has the right to grant to Licensee all of the rights and licenses granted by Licensor to Licensee under this Agreement; Agreement (e) other than licenses to Third Party Software and certain grants of rights made to Licensee under the RemoteMDx Agreement, Licensor has granted to Licensee all Intellectual Property Rights necessary to make, have made, market, distribute, sell and otherwise commercially exploit the Volu-Sol Product in the Territory in the manner contemplated by this Agreement; (f) the Volu-Sol Products, Product Marketing Materials, and the Software, and the use thereof, do not and, during the Term, will not infringe, violate or constitute misappropriation or unauthorized use of the copyright, patent, trade secret, license or other intellectual property, proprietary or contract rights of any third party in any manner that would have an adverse effect on Licensee’s use and enjoyment thereof; (g) the Supplied Products delivered by Licensor shall (i) conform to the Product Documentation and to the quality standards set forth in this Agreement; (ii) be free and clear of any lien or encumbrance; (iii) be merchantable; and (iv) except as provided herein, be new; (h) when installed on Licensee’s servers by Licensor including pursuant to the terms of this Agreement, the Software, including Third Party Software that is then part of Licensor’s application, will operate in substantially the same way as such software operates in Licensor’s hosted environment as of such installation date; (i) the Software does not and will not contain any computer code (i) designed to disrupt, disable or harm the operation thereof, or any other associated software, hardware, computer system or network, (ii) that would disable or impair the operation thereof based on the elapsing of a period of time, the exceeding of an authorized number of users or copies, or the advancement to a particular date or other numeral, or (iii) that would permit access by Licensor or any third party to cause such disablement or impairment, or any other harmful, malicious or hidden procedures, routines or mechanisms that would cause the Software to malfunction or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the operations of Licensee, its affiliates or its customers;Section ‎2.1 hereof). (j) As of the Software does Effective Date, to Licensor’s Knowledge, the Licensor Materials were manufactured, tested, stored and handled in accordance with all Applicable Laws and specifications (including, to the extent applicable, any release specifications as provided by Licensor to Licensee in writing prior to the Effective Date) and the Licensor Materials are not and will not contain adulterated or misbranded within the meaning of any computer code that would impose any requirements on how the products of, or other intellectual property used by, Licensee are licensed or otherwise distributed to third parties; andApplicable Law. (k) it does As of the Effective Date, to Licensor’s Knowledge, no Third Party is infringing, misappropriating or otherwise violating any of the Licensor Patents or Inlicensed Patents. (l) As of the Effective Date, the Initial License Agreement is a valid and binding agreement between Licensor and the Initial Licensor and neither Licensor nor, to Licensor’s Knowledge, the Initial Licensor is or has been in default or breach in any material respect under the terms of the Initial License Agreement and, during to Licensor’s Knowledge, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any event of default or breach in any material respect thereunder. (m) As of the TermEffective Date, shall comply with all published lawsa copy of the Initial License Agreement and Underlying GMP License have been delivered to Licensee which, regulationsexcept for appropriate redactions, rules are true and orders applicable complete. (n) As of the Effective Date, to Licensor’s Knowledge, neither Licensor, nor any of its employees, officers, subcontractors, or consultants who have rendered services relating to the performance Compounds or Licensed Products: (i) has ever been debarred or is subject to debarment or convicted of its obligations a crime for which a Person could be debarred by the FDA under this 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a Person could be so debarred. (o) With respect to Drug Product and placebo Manufactured and supplied to Licensee pursuant to Section ‎3.3, such Drug Product and placebo shall have been Manufactured in accordance with GMP (if applicable), Applicable Laws and the Manufacturing Quality Agreement.

Licensor Representations and Warranties. Licensor represents and warrants that:to Licensee that as of the date of this Agreement: [53] When know-how is licensed, consider applicable reps/warranties that are commonly included in trade secret licenses. (a) it 5.2.1 to the best of Licensor’s knowledge, the Licensor Patent Rights and Licensor Know-How exist and are not invalid or unenforceable, in whole or in part; [54] Important to include “to the best of Licensor’s knowledge” qualifier if Licensor is duly organized, validly existing and in good standing under the laws required to rep/warrant validity of its jurisdiction of incorporation or organization, and that licensed IP. 5.2.2 it has the requisite full right, power and authority to execute and deliver enter into this Agreement and to perform all of its obligations hereundergrant the licenses granted under Article 4; (b) the execution5.2.3 it has not previously assigned, delivery transferred, conveyed or otherwise encumbered its right, title and performance by interest in Licensor of this Agreement have been duly authorized and approved by all necessary action by Licensor, and assuming due authorization, execution and delivery by Licensor, this Agreement constitutes the legal, valid and binding obligations of Licensor, enforceable against Patent Rights or Licensor in accordance with its termsKnow-How; (c) 5.2.4 to the execution and delivery of this Agreement and the performance best of Licensor’s obligations hereunder do not conflict withknowledge, violate, breach, constitute a default under, or require any consent under any contract between Licensor it is the sole and any third party; (d) it has the right to grant all licenses granted to Licensee under this Agreement; (e) other than licenses to Third Party Software and certain grants of rights made to Licensee under the RemoteMDx Agreement, Licensor has granted to Licensee all Intellectual Property Rights necessary to make, have made, market, distribute, sell and otherwise commercially exploit the Volu-Sol Product in the Territory in the manner contemplated by this Agreement; (f) the Volu-Sol Products, Product Marketing Materials, and the Software, and the use thereof, do not and, during the Term, will not infringe, violate or constitute misappropriation or unauthorized use exclusive owner of the copyrightLicensor Patent Rights and Licensor Know-How, patent, trade secret, license or other intellectual property, proprietary or contract rights all of any third party in any manner that would have an adverse effect on Licensee’s use and enjoyment thereof; (g) the Supplied Products delivered by Licensor shall (i) conform to the Product Documentation and to the quality standards set forth in this Agreement; (ii) be which are free and clear of any lien liens, charges and encumbrances, and no other person, corporate or encumbrance; (iii) other private entity, or governmental entity or subdivision thereof, has any claim of ownership [55] Knowledge qualifier may not be merchantable; and (iv) except as provided herein, be new;necessary in this subsection in view of the other terms. (h) when installed on Licensee’s servers by Licensor pursuant 5.2.5 to the terms of this Agreement, the Software, including Third Party Software that is then part best of Licensor’s applicationknowledge, will operate in substantially the same way as such software operates in exercise of the license granted to Licensee under the Licensor Patent Rights and Licensor Know-How, including without limitation the development, manufacture, use, sale and import of Compound and Products do not interfere with or infringe any intellectual property rights owned or possessed by any Third Party; [56] Licensor should insist on a knowledge qualifier for this rep/warranty. 5.2.6 there are no claims, judgments or settlements against or owed by Licensor and, to the best of Licensor’s hosted environment as of such installation date; (i) the Software does not and will not contain any computer code (i) designed to disruptknowledge, disable there are no pending or harm the operation thereof, threatened claims or any other associated software, hardware, computer system or network, (ii) that would disable or impair the operation thereof based on the elapsing of a period of time, the exceeding of an authorized number of users or copies, or the advancement to a particular date or other numeral, or (iii) that would permit access by Licensor or any third party to cause such disablement or impairment, or any other harmful, malicious or hidden procedures, routines or mechanisms that would cause the Software to malfunction or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the operations of Licensee, its affiliates or its customers; (j) the Software does not and will not contain any computer code that would impose any requirements on how the products of, or other intellectual property used by, Licensee are licensed or otherwise distributed to third parties; and (k) it does and, during the Term, shall comply with all published laws, regulations, rules and orders applicable litigation relating to the performance Licensor Patent Rights and Licensor Know-How; and [57] Knowledge qualifier may not be necessary in this subsection in view of its obligations the other terms. Consider adding a rep/warranty that Licensor has not been notified by any Third Parties of any potential IP claims. 5.2.7 Licensor has disclosed to Licensee all reasonably relevant information regarding the Licensor Patent Rights and Licensor Know-How licensed under this Agreement. [58] This is a useful catch-all for Licensee but may be onerous on Licensor. 5.2.8 Licensor has disclosed to Licensee the existence of any patent opinions related to the Licensor Patent Rights and Licensor Know-How licensed under this Agreement.

Licensor Representations and Warranties. Licensor represents and warrants thatto Licensee that as of the Effective Date of this Agreement: (a) it is duly organized, validly Exhibit A attached hereto contains a true and complete list of the Licensor Patent Rights existing and on the Effective Date. The Licensor Patent Rights listed in good standing under the laws of its jurisdiction of incorporation or organization, and that it has the requisite power and authority to execute and deliver this Agreement and to perform Exhibit A include all of its obligations hereunderthe Patent Rights Controlled by Licensor as of the Effective Date that cover the Compound or the development, manufacture, use, sale, offer for sale or import of the Compound; (b) Licensor (i) has the executionright to grant the license that it purports to grant in Section 2.1; and (ii) has not granted to any Third Party any license or other right with respect to any Compound, delivery Product or Licensor Technology that conflicts with the license and performance by Licensor of this Agreement have been duly authorized and approved by all necessary action by Licensor, and assuming due authorization, execution and delivery by Licensor, this Agreement constitutes the legal, valid and binding obligations of Licensor, enforceable against Licensor in accordance with its termsrights granted to Licensee herein; (c) other than the execution and delivery UM Waiver Agreement, there are no agreements in effect as of this Agreement and the performance of Licensor’s obligations hereunder do not conflict with, violate, breach, constitute a default under, or require any consent under any contract Effective Date between Licensor and a Third Party under which rights with respect to the Licensor Technology are being licensed to Licensor or are limited or subject to any third partyobligations of Licensor; (d) it has Licensor is the right sole and exclusive owner of all right, title and interest in and to grant all licenses granted the Licensor Patent Rights and Licensor Technology in existence on the Effective Date, subject only to Licensee the rights reserved by UM under this the UM Waiver Agreement; (e) other than licenses to Third Party Software the best of Licensor’s knowledge, the issued and certain grants of rights made to Licensee under the RemoteMDx Agreement, Licensor has granted to Licensee all Intellectual Property Rights necessary to make, have made, market, distribute, sell and otherwise commercially exploit the Volu-Sol Product unexpired claims included in the Territory in Licensor Patent Rights existing as of the manner contemplated by this AgreementEffective Date, if any, are valid and enforceable; (f) to the Volu-Sol Productsknowledge of Licensor, Product Marketing Materialsno reexamination, and the Softwareinterference, and the use thereofinvalidity, do not andopposition, during the Term, will not infringe, violate nullity or constitute misappropriation similar claim or unauthorized use of the copyright, patent, trade secret, license proceeding is pending or other intellectual property, proprietary or contract rights of threatened with respect to any third party in any manner that would have an adverse effect on Licensee’s use and enjoyment thereofLicensor Patent Right; (g) the Supplied Products delivered by Licensor shall (i) conform to the Product Documentation and to knowledge of Licensor, the quality standards set forth practice of the Licensor Patent Rights in this Agreement; (ii) be free and clear the manufacture, development, use, sale, offer for sale or import of the Compound does not Infringe any issued patent. Licensor has not received notice from any Third Party claiming that the practice of the Licensor Patent Rights in the manufacture, development, use, sale, offer for sale or import of any lien Compound or encumbrance; (iii) be merchantable; and (iv) except as provided herein, be newProduct Infringes or would Infringe the patent or other intellectual property rights of any Third Party; (h) when installed on Licensee’s servers there are no claims, judgments or settlements against or owed by Licensor pursuant (or any of its Affiliates) with respect to the terms of this AgreementLicensor Technology, and Licensor is not a party to any legal action, suit or proceeding relating to the SoftwareLicensor Technology or any Compound or Product, including nor has Licensor received any written communication from any Third Party Software that is then part of Licensor’s applicationParty, will operate in substantially the same way as including, without limitation, any Regulatory Authority or other government agency, threatening such software operates in Licensor’s hosted environment as of such installation dateaction, suit or proceeding; (i) the Software does not UM Waiver Agreement is legal, valid, enforceable and will not contain any computer code is in full force and effect, and Licensor : (i) designed to disrupt, disable or harm has provided Licensee a true and complete copy of the operation thereof, or any other associated software, hardware, computer system or network, UM Waiver Agreement; and (ii) that would disable no party to the UM Waiver Agreement to the best of Licensor’s knowledge is in material violation of or impair material default under (nor does there exist any condition which upon the operation thereof based on the elapsing passage of a period of time, the exceeding of an authorized number of users or copies, time or the advancement to a particular date giving of notice or other numeralboth, or (iii) that would permit access by Licensor or any third party reasonably be expected to cause such disablement a material violation of or impairment, material default under or any other harmful, malicious permit termination or hidden procedures, routines or mechanisms modification of) the UM Waiver Agreement. No consent of UM that would cause the Software to malfunction or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere has not already been obtained by Licensor is required in connection with the operations of Licensee, its affiliates or its customersentry by Licensor into this Agreement; (j) all tangible or recorded information and data provided by or on behalf of Licensor to Licensee related to Compound or Product on or before the Software does Effective Date in contemplation of this Agreement was and is true, accurate and complete in all material respects, and Licensor has not failed to disclose, or failed to cause to be disclosed, any such information or data related to Compound or Product in its possession and will not contain any computer code Control that would impose cause the information and data that has been disclosed to be misleading in any requirements on how the products ofmaterial respect; (k) neither Licensor nor any of its Affiliates has obtained, or other intellectual property used byfiled for, Licensee are licensed any INDs, NDAs or otherwise distributed Marketing Approvals for any Compound or Product in the Field; (l) all research and development conducted by or on behalf of Licensor or any of its Affiliates related to third partiesthe Compounds or Products prior to the Effective Date was conducted in compliance in all material respects with all Applicable Laws and, as applicable, GLP, GCP and/or GMP; (m) neither Licensor nor any of its members, managers, employees or Affiliates is debarred or disqualified under the Act or comparable Applicable Laws outside of the United States; and (kn) it does Licensor and, during to the Termbest of its knowledge, shall comply its members, managers, directors, officers, employees, and any agent, representative, subcontractor or other third party acting for or on such its behalf, has not, directly or indirectly, offered, paid, promised to pay, or authorized such offer, promise or payment, of anything of value, to any Person for the purposes of obtaining or retaining business through any improper advantage in connection with all published lawsthe development, regulationscommercialization or exploitation of a Product, or that would otherwise violate any Applicable Laws, rules and orders applicable regulations concerning or relating to public or commercial bribery or corruption, and Licensor’s books, accounts, records and invoices related to the performance of its obligations under this AgreementProduct are complete and accurate.

Licensor Representations and Warranties. Licensor represents and warrants to Licensee that: (a) it is duly organized, validly Exhibit A attached hereto contains a true and complete list of the Licensor Patent Rights existing and on the Effective Date. The Licensor Patent Rights listed in good standing under the laws of its jurisdiction of incorporation or organization, and that it has the requisite power and authority to execute and deliver this Agreement and to perform Exhibit A include all of its obligations hereunderthe Patent Rights Controlled by Licensor as of the Effective Date that relate to the Field; (b) Licensor is the executionowner of all Licensor Patent Rights listed in Exhibit A and, delivery to Licensor’s knowledge as of the Effective Date, Serhat Gumrukcu is the sole inventor of all Licensor IP Rights and performance by Licensor Technology being licensed hereunder and did not acquire or derive any portion of this Agreement have been duly authorized and approved by all necessary action by Licensorthe Licensor IP Rights or Licensor Technology being licensed hereunder from any other Person (in a manner that would result in an ownership interest in the Licensor IP Rights or Licensor Technology vesting in any such other Person or would negatively affect the validity of any Licensor IP Rights), and assuming due authorizationthat, execution and delivery by to Licensor’s knowledge as of the Effective Date, this Agreement constitutes the legal, valid and binding obligations of Licensor, enforceable against all claims in all Licensor in accordance with its terms;Patent Rights are not unpatentable or unenforceable. (c) Licensor (i) is, as of the execution Effective Date, the sole and delivery exclusive owner of all right, title and interest in and to the Licensor IP Rights and has the right to grant the licenses that it purports to grant in Section 2.1 (including, without limitation, that Licensor has not entered into any undertaking that limits, nor is subjected to any constraints that limit, its rights or freedom to grant the licenses) without any lien, security, encumbrance or third party rights or obligations; and (ii) has not granted and will not grant to any Third Party any license or other right with respect to Licensor IP Rights that conflicts with or limits in any way the licenses and rights granted to Licensee in this Agreement and the performance of Licensor’s obligations hereunder do not conflict with, violate, breach, constitute a default under, or require any consent under any contract between Licensor and any third partyAgreement; (d) it the manufacture, use, sale, offer for sale or import of any Licensor Technology does not, to Licensor’s knowledge as of the Effective Date, Infringe any patent, trade secret, or any other intellectual property or proprietary right of any Third Party, and Licensor has not received written, oral or other notice from any Third Party claiming that the right manufacture, use, sale, testing, offer for sale or import of any Product to grant all licenses granted the extent practicing Licensor Technology Infringes or would Infringe the patent or other intellectual property rights of any Third Party, nor to Licensee under this AgreementLicensor’s knowledge is there any reasonable basis for such a claim; (e) there are no claims, judgments or settlements against or owed by Licensor (or any of its Affiliates) with respect to the Licensor IP Rights, and Licensor is not a party to any legal action, suit or proceeding relating to the Licensor IP Rights, nor has Licensor received any written, oral or other than licenses communication from any Third Party, including, without limitation, any Regulatory Authority or other government agency, threatening such action, suit or proceeding or any other claim or proceeding alleging the unpatentability or unenforceability of any Licensor Patent Rights and to Third Party Software Licensor’s knowledge there is no prior art or other information that would materially and certain grants adversely affect the validity, enforceability, scope or patentability of rights made to Licensee under the RemoteMDx AgreementLicensor Patent Rights; in each case, Licensor has granted to Licensee all Intellectual Property Rights necessary to make, have made, market, distribute, sell and otherwise commercially exploit as of the Volu-Sol Product in the Territory in the manner contemplated by this AgreementEffective Date; (f) the Volu-Sol Products, Product Marketing Materialsgrant of the licenses and rights granted by Licensor, and the Software, and the use thereof, do not and, during the Term, will not infringe, violate or constitute misappropriation or unauthorized use of the copyright, patent, trade secret, license or other intellectual property, proprietary or contract rights of any third party in any manner that would have an adverse effect on Licensee’s use and enjoyment thereof; (g) the Supplied Products delivered by Licensor shall (i) conform to the Product Documentation and to the quality standards set forth in this Agreement; (ii) be free and clear of any lien or encumbrance; (iii) be merchantable; and (iv) except as provided herein, be new; (h) when installed on Licensee’s servers by Licensor pursuant to the terms of this Agreement, the Software, including Third Party Software that is then part of Licensor’s application, will operate in substantially the same way as such software operates in Licensor’s hosted environment as of such installation date; (i) the Software does not and will not contain any computer code (i) designed to disrupt, disable or harm the operation thereof, or any other associated software, hardware, computer system or network, (ii) that would disable or impair the operation thereof based on the elapsing of a period of time, the exceeding of an authorized number of users or copies, or the advancement to a particular date or other numeral, or (iii) that would permit access by Licensor or any third party to cause such disablement or impairment, or any other harmful, malicious or hidden procedures, routines or mechanisms that would cause the Software to malfunction or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the operations of Licensee, its affiliates or its customers; (j) the Software does not and will not contain any computer code that would impose any requirements on how the products of, or other intellectual property used by, Licensee are licensed or otherwise distributed to third parties; and (k) it does and, during the Term, shall comply with all published laws, regulations, rules and orders applicable to the performance of its obligations under this Agreement, do not require the consent, approval, or authorization of any Regulatory Authority or Third Party or require or incur any payment or any consideration to any Third Party.

Licensor Representations and Warranties. Licensor LICENSOR represents and warrants that:as follows (such representations and warranties to be deemed restated on each delivery of a Deliverable constituting Licensed Property or a portion or component thereof or Derivative Works provided under Section 5.f). (a) it a. LICENSOR has the right to enter into this Agreement, is a corporation duly organized, validly existing existing, and in good standing under the laws of its jurisdiction of incorporation or organizationNevada, and that it has the requisite power and authority authority, corporate or otherwise, to execute and deliver this Agreement and to perform all of its obligations hereunder; (b) the execution, delivery and performance by Licensor of this Agreement have been duly authorized and approved has by all necessary corporate action by Licensor, duly and assuming due authorization, execution and delivery by Licensor, this Agreement constitutes the legal, valid and binding obligations of Licensor, enforceable against Licensor in accordance with its terms; (c) validly authorized the execution and delivery of this Agreement and the performance of Licensor’s its obligations hereunder do not conflict withhereunder. b. To the best of LICENSOR’S present knowledge and belief, violate, breach, constitute a default under, or require any consent under any contract between Licensor and any third party; (d) it has the right to grant all licenses granted to Licensee under this Agreement; (e) other than licenses to Third Party Software and certain grants of rights made to Licensee under the RemoteMDx Agreement, Licensor has granted to Licensee all Intellectual Property Rights necessary to make, have made, market, distribute, sell and otherwise commercially exploit the Volu-Sol Product in the Territory in the manner contemplated by this Agreement; (f) the Volu-Sol Products, Product Marketing Materials, and the Software, and the use thereof, do not and, during the Term, will not infringe, violate or constitute misappropriation or unauthorized use of the copyright, patent, trade secret, license or other intellectual property, proprietary or contract rights of any third party in any manner that would have an adverse effect on Licensee’s use and enjoyment thereof; (g) the Supplied Products delivered by Licensor shall (i) conform to LICENSOR is capable of creating the Product Documentation SDG Platform Rev A Extensions in accordance with the phases, Milestones and to the quality standards Deliverables set forth in this AgreementExhibit C; (ii) SDG Platform B will be free capable of performing in accordance with the Specifications set forth in Exhibit B, and clear of any lien or encumbrance; (iii) be merchantable; and (iv) except as provided herein) c. LICENSEE’S gaming machines utilizing SDG Platform Rev B will, be new; (h) when installed on Licensee’s servers by Licensor pursuant to the terms of this Agreementin all material respects, the Software, including Third Party Software that is then part of Licensor’s application, will operate perform in substantially the same way as such software operates a commercially acceptable manner in Licensor’s hosted environment as of such installation date;accordance with applicable gaming regulations. (i) the Software does not and will not contain any computer code (i) designed Licensed Property is original to disrupt, disable or harm the operation thereof, or any other associated software, hardware, computer system or network, LICENSOR; (ii) that would disable no confidential or impair the operation thereof based on the elapsing proprietary information of a period of time, third party was used or relied upon in developing the exceeding of an authorized number of users or copies, or the advancement to a particular date or other numeral, or Licensed Property; (iii) that would permit access by Licensor or LICENSOR is the owner and has all right, title and interest to the Licensed Property and is authorized to grant the rights and licenses to the Licensed Property as described herein, (iv) the Licensed Property does not infringe any third party copyright or trade secret and (v) to cause such disablement or impairmentthe best of LICENSOR’S knowledge, or any other harmful, malicious or hidden procedures, routines or mechanisms that would cause the Software to malfunction or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the operations of Licensee, its affiliates or its customers; (j) the Software Licensed Property does not and will infringe any third party patent (provided however, in connection with LICENSOR’s restatement of the representation in this subsection (v), in the event that, after the date hereof, LICENSOR first obtains knowledge that the Licensed Property infringes a patent issued before or after the date hereof, this subsection (v) shall not contain be breached if LICENSOR provides LICENSEE with prompt notice of such patent). e. There are no outstanding liens, encumbrances, third party rights, agreements or understandings of any computer code that would impose kind, either written, oral or implied, regarding the Licensed Property which conflict with any requirements on how provisions of this Agreement or with LICENSOR’S performance of its obligations hereunder. f. As of the products ofdate of this Agreement, there is no pending litigation or claim, nor has LICENSOR been advised of such, or other intellectual property used byclaim that the LICENSOR does not own the Licensed Property or that the exercise by LICENSEE of any rights granted hereunder with respect thereto will infringe on the Intellectual Property rights of any third party. g. LICENSOR is solvent and generally able to pay its debts as such debts become due, Licensee are licensed and has sufficient funds to carry on its business and engage in the transactions contemplated herein. LICENSOR is not in default or otherwise distributed breach under any agreement by which LICENSOR is bound or obligated which would have material adverse effect on the ability of LICENSOR to third parties; and (k) it does and, during the Term, shall comply with all published laws, regulations, rules and orders applicable to the performance of perform its obligations under this Agreement. h. A substantially complete and correct copy of SDG Platform Rev A has been delivered to LICENSEE on or prior to the date hereof and such copy meets the specifications set forth in Exhibit A. i. All Third Party Tools are commercially available for purchase or license except as expressly set forth in this agreement. j. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR EXPRESSLY DISCLAIMS AND MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Licensor Representations and Warranties. Licensor represents and warrants to Licensee that: (a) it Licensor is duly organized, validly existing existing, and in good standing under the laws of its jurisdiction state of incorporation or organizationorganization and is qualified to do business in all jurisdictions in which the nature of its business, the exercise of its rights, and that it has the requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder; (b) the execution, delivery and performance by Licensor of this Agreement have been duly authorized and approved by all necessary action by Licensor, and assuming due authorization, execution and delivery by Licensor, this Agreement constitutes the legal, valid and binding obligations of Licensor, enforceable against Licensor in accordance with its terms; (c) the execution and delivery of this Agreement and the performance of Licensor’s obligations hereunder do not conflict with, violate, breach, constitute a default under, or require any consent under any contract between Licensor and any third party; (d) it has the right to grant all licenses granted to Licensee under this Agreement; (e) other than licenses to Third Party Software and certain grants of rights made to Licensee under the RemoteMDx Agreement, Licensor has granted to Licensee all Intellectual Property Rights necessary to make, have made, market, distribute, sell and otherwise commercially exploit the Volu-Sol Product in the Territory in the manner contemplated by this Agreement; (f) the Volu-Sol Products, Product Marketing Materials, and the Software, and the use thereof, do not and, during the Term, will not infringe, violate or constitute misappropriation or unauthorized use of the copyright, patent, trade secret, license or other intellectual property, proprietary or contract rights of any third party in any manner that would have an adverse effect on Licensee’s use and enjoyment thereof; (g) the Supplied Products delivered by Licensor shall (i) conform to the Product Documentation and to the quality standards set forth in this Agreement; (ii) be free and clear of any lien or encumbrance; (iii) be merchantable; and (iv) except as provided herein, be new; (h) when installed on Licensee’s servers by Licensor pursuant to the terms of this Agreement, the Software, including Third Party Software that is then part of Licensor’s application, will operate in substantially the same way as such software operates in Licensor’s hosted environment as of such installation date; (i) the Software does not and will not contain any computer code (i) designed to disrupt, disable or harm the operation thereof, or any other associated software, hardware, computer system or network, (ii) that would disable or impair the operation thereof based on the elapsing of a period of time, the exceeding of an authorized number of users or copies, or the advancement to a particular date or other numeral, or (iii) that would permit access by Licensor or any third party to cause such disablement or impairment, or any other harmful, malicious or hidden procedures, routines or mechanisms that would cause the Software to malfunction or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the operations of Licensee, its affiliates or its customers; (j) the Software does not and will not contain any computer code that would impose any requirements on how the products of, or other intellectual property used by, Licensee are licensed or otherwise distributed to third parties; and (k) it does and, during the Term, shall comply with all published laws, regulations, rules and orders applicable to the performance of its obligations under this License make such qualification necessary and where failure to so qualify would have a material adverse effect on its ability to perform its obligations under this License. (b) Licensor owns the Technology. (c) Licensor’s execution of this License is authorized, and it has taken all requisite action necessary for the authorization, execution, and delivery of this License and all action required to make this License a legal, valid, and binding obligation of the Licensor, enforceable in accordance with its terms. (d) Licensor has had sufficient interactions with management of Licensee and has been provided with sufficient supporting documentation, including access to Licensee’s periodic and current-event reports filed with the United States Securities and Exchange Commission at xxx.xxx.xxx, in order to make an informed investment decision. Licensor is basing its decision to invest solely on the information provided and has not relied on any other representations made by Licensee or any of its affiliates. Licensor acknowledges that it has previously been advised of the opportunity to review all of the pertinent facts concerning Licensee and to obtain any additional information that it may request, to the extent Licensee possesses or can obtain such information without unreasonable effort and expense. Licensor has been provided with all materials and information requested by it or its representatives, including any information requested to verify any information furnished, and Licensor has been provided the opportunity for direct communication with Licensee and its representatives regarding the purchase made hereby. (e) Licensor understands that an investment in the Stock Compensation is speculative and involves numerous significant risks, the occurrence of any one of which could result in the loss of its entire investment. Licensor is fully cognizant of and understands all of the risks relating to a purchase of the Stock Compensation. (f) Licensor understands that Licensee may raise additional capital or issue equity or options beyond what has been reserved in any employee option pool that would be dilutive to all Stockholders and would reduce Licensor’s percentage ownership in Licensee. (g) Licensor’s overall commitment to investments that are not readily marketable is not disproportionate to its net worth, and its investment in the Stock Compensation will not cause its overall commitment to become excessive. (h) Licensor has adequate means of providing for its financial requirements, both current and anticipated, and has no need for liquidity in an investment in the Stock Compensation. (i) Licensor was at no time solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, internet contact, radio or television advertisement, or any other form of general advertising or solicitation in connection with the offer, sale, or purchase of the Stock Compensation through this Agreement. (j) Licensor can bear and is willing to accept the economic risk of losing its entire investment. (k) Licensor is acquiring the Stock Compensation for its own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of the Stock Compensation, either currently or after the passage of a fixed or determinable period or on the occurrence or nonoccurrence of any predetermined event or circumstance. (l) Licensor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Stock Compensation; and Licensor has the ability to protect its own interests in connection with this investment. (m) Licensor is an “accredited investor” as defined under Rule 501 of Regulation D of the Securities Act of 1933 (the “Securities Act”). (n) Licensor acknowledges that neither the United States Securities and Exchange Commission nor the securities commission of any state or other federal agency has made any determination as to the merits of purchasing the Stock Compensation. (o) In connection with Licensor’s acquisition of the Stock Compensation, Licensor represents that the Stock Compensation is being acquired without a view to, or for resale in connection with, any distribution of the Stock Compensation or any interest therein without registration or other compliance under the Securities Act and that Licensor has no direct or indirect participation in any such undertaking or in the underwriting of such an undertaking. (p) Licensor understands the offering has not been registered under the Securities Act and applicable state or other securities laws and that the Stock Compensation must be held and may not be sold, transferred, or otherwise disposed of for value unless subsequently registered under the Securities Act or an exemption from such registration is available; Licensee is under no obligation to register the Stock Compensation under the Securities Act or under Section 12 of the Securities Exchange Act of 1934, except as expressly agreed to in writing by Licensee; no assurance is given that the exemption provided by Rule 144 under the Securities Act or any other exemption will be available; and that the certificate, if any, representing the Stock Compensation will bear a legend so restricting the sale of such shares. (q) Licensor understands that the Stock Compensation is being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions by an issuer not involving any public offering and that any disposition of the Stock Compensation may, under certain circumstances, be inconsistent with this exemption and may make Licensor an “underwriter” within the meaning of the Securities Act. (r) Licensor understands that the resale of the Stock Compensation must be effected in reliance on exemptions from registration under the Securities Act and applicable state securities laws. Licensor understands that such an exemption may not be available and, in such case, Licensor would not be able to resell the Stock Compensation held.

Licensor Representations and Warranties. The Licensor represents to the Licensee that each of the following statements is correct and warrants thatnot misleading as at the date of this Agreement and will be correct and not misleading as at the Commencement Date: (a) it the Trust is duly organizedconstituted and has not been terminated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and that it nor has the requisite power and authority to execute and deliver this Agreement and to perform all date passed or any event occurred for the vesting of its obligations hereunderthe Trust's assets; (b) it is the executionsole trustee of the Trust, delivery it has not given any notice of resignation and performance by Licensor no action has been taken to remove it or to appoint an additional trustee of this Agreement have been duly authorized and approved by all necessary action by Licensor, and assuming due authorization, execution and delivery by Licensor, this Agreement constitutes the legal, valid and binding obligations of Licensor, enforceable against Licensor in accordance with its termsTrust; (c) the execution and delivery of this Agreement and the performance of Licensor’s obligations hereunder do not conflict with, violate, breach, constitute a default under, or require any consent under any contract between Licensor and any third partyTrust Deed complies with all applicable laws; (d) it has complied with its obligations and duties under the right to grant all licenses granted to Licensee under this AgreementTrust Deed and at law; (e) no property of the Trust has been re-settled, set aside or transferred to any other than licenses to Third Party Software and certain grants of rights made to Licensee under the RemoteMDx Agreement, Licensor has granted to Licensee all Intellectual Property Rights necessary to make, have made, market, distribute, sell and otherwise commercially exploit the Volu-Sol Product in the Territory in the manner contemplated by this Agreementtrust; (f) it has full legal capacity and power under the Volu-Sol Products, Product Marketing Materials, Trust Deed to: (i) own the Trust's assets and carry on the Software, and the use thereof, do not and, during the Term, will not infringe, violate or constitute misappropriation or unauthorized use business of the copyrightTrust as it is now being conducted; and (ii) enter into this Agreement and to carry out the transactions that this Agreement contemplates, patent, trade secret, license or other intellectual property, proprietary or contract rights as trustee of any third party in any manner that would have an adverse effect on Licensee’s use and enjoyment thereofthe Trust; (g) all action that is necessary or desirable under the Supplied Products delivered by Licensor shall Trust Deed or at law has been taken to: (i) conform to authorise entry into this Agreement and the Product Documentation and to carrying out by the quality standards set forth in Licensor of the transactions that this Agreement; Agreement contemplates; (ii) be free ensure that this Agreement is legal, valid and clear binding on the Licensor as trustee of any lien or encumbrancethe Trust and admissible in evidence against it in that capacity; and (iii) be merchantable; and (iv) except as provided herein, be newenable it to properly carry on the business of the Trust; (h) when installed on Licensee’s servers by Licensor pursuant to it has carefully considered the purpose of this Agreement and considers that entering into this Agreement is part of the proper administration of the Trust, for the commercial benefit of the Trust and for the benefit of the beneficiaries of the Trust, and considers that the terms of this Agreement, the Software, including Third Party Software that is then part of Licensor’s application, will operate in substantially the same way as such software operates in Licensor’s hosted environment as of such installation dateAgreement are fair and reasonable; (i) it has the Software does right to be fully indemnified out of the Trust's assets in relation to the obligations and liabilities incurred by it under this Agreement, that right has not been modified, released or diminished in any way, and will not contain any computer code (i) designed the Trust's assets are sufficient to disrupt, disable or harm satisfy that right of indemnity and all other obligations and liabilities in respect of which the operation thereof, or any other associated software, hardware, computer system or network, (ii) that would disable or impair Licensor has a right to be indemnified out of the operation thereof based on the elapsing of a period of time, the exceeding of an authorized number of users or copies, or the advancement to a particular date or other numeral, or (iii) that would permit access by Licensor or any third party to cause such disablement or impairment, or any other harmful, malicious or hidden procedures, routines or mechanisms that would cause the Software to malfunction or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the operations of Licensee, its affiliates or its customers;Trust's assets; and (j) the Software does it has not and will not contain any computer code that would impose any requirements on how the products of, released or other intellectual property used by, Licensee are licensed or otherwise distributed to third parties; and (k) it does and, during the Term, shall comply with all published laws, regulations, rules and orders applicable to the performance disposed of its obligations under this Agreementequitable lien over the Trust's assets.

Licensor Representations and Warranties. Licensor represents represents, warrants, and warrants covenants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organizationLicensor has not, and that it has during the requisite power and authority term of the Agreement will not, grant any right to execute and deliver this Agreement and any Third Party relating to perform all of its obligations Licensed Technology, Licensed Patents, or Licensed Know-How which conflicts with the rights granted to Licensee hereunder; (b) During the executionterm hereof, delivery and performance by Licensor will not, without the prior written consent of this Agreement have been duly authorized and approved by all necessary action by LicensorLicensee, and assuming due authorizationencumber any portion of the Licensed Technology, execution and delivery by LicensorLicensed Patents, this Agreement constitutes or Licensed Know-How with liens, mortgages, security interests or another similar interest that would give the legalholder the right to convert the interest into ownership, valid and binding obligations of Licensor, enforceable against Licensor in accordance with its termsunless the encumbrance is expressly subject to the licenses herein; (c) The Licensor has (or will have at the execution time performance is due) maintained and delivery of this Agreement will maintain and keep in full force and effect all agreements necessary to perform its obligations, and grant the performance of Licensor’s obligations hereunder do not conflict withrights granted to Licensee, violate, breach, constitute a default under, or require any consent under any contract between Licensor and any third partyhereunder; (d) it Licensor does not have any present knowledge from which one would reasonably conclude that the Licensed Patents are invalid or that Licensee’s exercise of its rights hereunder would infringe patent rights of any Third Party; (e) The Licensed Patents listed on Schedule 1.24 are, as of the Effective Date, the only patents or patent applications Controlled by Licensor claiming Licensed Products, any technology embodied or described in the Licensed Technology, or the manufacture, use, or application of any of the foregoing. (f) Each item included in the Licensed Patents that is registered, filed or issued under the authority of an appropriate Governmental Authority is and at all times has been in compliance with all legal requirements applicable thereto, and all filings, payments, and other actions required to be made or taken to maintain each item of the Licensed Patents in full force and effect have been made by the applicable deadline. Furthermore, (1) no application for a patent or for a copyright, mask work or trademark registration or any other type of intellectual property protection included in the Licensed Technology (including but not limited to Licensed Patents) filed by or on behalf of Licensor or any licensor thereof with respect thereto has been abandoned or allowed to lapse and (2) no provisional patent application has expired without the filing of a nonprovisional patent application that claims the benefit of such provisional patent application. (g) Neither Licensor nor any Affiliate thereof is a party to or otherwise bound by any oral or written contract or agreement that will result in any third party obtaining any interest in, or that would give to any third party any right to grant all licenses assert any claim in or with respect to, any rights granted to Licensee under this Agreement; (eh) other than licenses to Third Party Software and certain grants of rights made to Licensee under the RemoteMDx Agreement, Licensor has granted furnished to Licensee all Intellectual Property Rights necessary to make, have made, market, distribute, sell and otherwise commercially exploit tangible manifestations of the Volu-Sol Product in Licensed Technology which Licensor owns or possesses as of the Territory in the manner contemplated by this AgreementEffective Date; (fi) Licensor has taken reasonable measures, using reasonable business judgment, to protect the Voluconfidentiality of the Licensor Know How; (j) With respect to the Licensed Technology and the technology claimed in the Licensed Patents, as applicable: 1. none of the Licensed Patents is the subject of any pending interference, opposition, cancellation or other protest proceeding; 2. relative to the Licensed Patents, the technology claimed therein, Licensed Know-Sol How, and Licensed Products, Product Marketing MaterialsLicensor does not have any knowledge of any claim pending, and the Softwarethreatened, and the use thereof, do not and, during the Term, will not infringe, violate or constitute previously made alleging infringement or misappropriation or unauthorized use of the copyright, any patent, trade secret, license or other intellectual property, proprietary or contract rights property right of any third party in party; and 3. Licensor is not aware of any manner that Third Party activities which would have an adverse effect on Licensee’s use and enjoyment thereofconstitute misappropriation or infringement of the Licensed Technology (including but not limited to Licensed Patents); (gk) the Supplied Products delivered by Licensor shall (i) conform owns all right, title, and interest to the Product Documentation and to the quality standards set forth in this Agreement; (ii) be all Licensed Technology, free and clear of any lien or encumbrance; (iii) be merchantable; liens, claims, and (iv) except as provided hereinencumbrances of any party, be new; (h) when installed on Licensee’s servers and none of the Licensed Technology has been obtained by Licensor pursuant to any license or other agreement with any third party (other than by assignment from the terms of this Agreement, the Software, including Third Party Software that is then part of Licensor’s application, will operate in substantially the same way as such software operates in Licensor’s hosted environment as of such installation dateInventors); (i1) Licensor has not received nor been the Software does not and will not contain subject of, nor is it aware of any computer code (i) designed information for which one would reasonably expect Licensor to disruptreceive or be the subject of, disable any correspondence or harm the operation thereof, or any other associated software, hardware, computer system or network, (ii) that would disable or impair the operation thereof based action on the elapsing part of any Regulatory Authority which would or could reasonably be expected to have a period material adverse effect on the Development or Commercialization of time, the exceeding of an authorized number of users or copies, or the advancement to a particular date or other numeral, or (iii) that would permit access by Licensor or any third party to cause such disablement or impairment, or any other harmful, malicious or hidden procedures, routines or mechanisms that would cause the Software to malfunction or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the operations of Licensee, its affiliates or its customersLicensed Product; (j) the Software does not and will not contain any computer code that would impose any requirements on how the products of, or other intellectual property used by, Licensee are licensed or otherwise distributed to third parties; and (k) it does and, during the Term, shall comply with all published laws, regulations, rules and orders applicable to the performance of its obligations under this Agreement.