Common use of Ownership of and Right to Use Company Intellectual Property; No Encumbrances Clause in Contracts

Ownership of and Right to Use Company Intellectual Property; No Encumbrances. (i) The Company is the sole and exclusive owner of and has good, valid and marketable title to, free and clear of all Encumbrances, all Company Owned Intellectual Property. The Company does not own or claim any right, title or interest with any other Person in or under any Intellectual Property. The Company has the sole and exclusive right to bring a claim or suit against any other Person for past, present or future infringement of Company Owned Intellectual Property and of each item of Company Licensed Intellectual Property that is exclusively licensed to the Company. The Company has not transferred ownership of, or granted any exclusive license with respect to, any Company Owned Intellectual Property or any Company Technology, or with respect to any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement to any Person. The Company has not permitted the rights of Company in any Company Intellectual Property or in any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement to enter into the public domain. Without limiting any other representation or warranty in this Agreement, except as set forth in Section 3.9(b)(i) of the Disclosure Schedule, each of the inventors identified on each of the Patents included in the Company Registered Intellectual Property or in any Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement was an employee of Company at the time of the conception of the inventions claimed in such Patents. (ii) The Company has as of the date of this Agreement, and had at all times in the past valid, legally enforceable rights to use, license, practice and otherwise exploit all Company Licensed Intellectual Property and all other Intellectual Property used by the Company. The Company Intellectual Property constitutes all of the Intellectual Property used or currently proposed to be used or necessary in connection with the conduct of the Company Business, including to make, use, offer for sale, sell or import the Company Technology. All Company Licensed Intellectual Property (including any interest therein acquired through a license or other right to use) is free and clear of Encumbrances and the Company has not received any notice that any portion of the Company Licensed Intellectual Property, or of any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement, is subject to any Encumbrance. (iii) Neither the execution and delivery of this Agreement or any other document or instrument contemplated by this Agreement, nor the consummation of the transactions contemplated to be consummated by them under this Agreement and such other documents and instructions will (A) result in Buyer or any of its Affiliates granting to any Person any ownership interest in, or any license, covenant not to xxx or right under or with respect to, any Intellectual Property or Technology or (B) result in Buyer or any of its Affiliates or any of their Intellectual Property or Technology being bound by, or subject to, any non-compete, licenses or other restriction on the operation or scope of their respective businesses. Immediately following the Closing, the Company will be permitted to exercise all of its rights under all Contracts to which Company is a party to the same extent it would have been able to had the transactions contemplated by this Agreement not occurred and without being required to pay any additional amounts or consideration other than fees, royalties or payments that Company would otherwise have been required to pay had the Acquisition not occurred.

Ownership of and Right to Use Company Intellectual Property; No Encumbrances. (i) The Company is the sole and exclusive owner of and has good, valid and marketable title to, free and clear of all Encumbrances, all Company Owned Intellectual Property. The , and (except for Company does not own or claim any right, title or interest with any other Person in or under any Licensed Intellectual Property) all Company Technology. The Company has the sole and exclusive right to bring a claim or suit against any other Person for past, present or future infringement of all Company Owned Intellectual Property and of each item of Company Licensed Intellectual Property that is exclusively licensed to the CompanyProperty. The Company has not transferred ownership of, or granted any exclusive license with respect to, any Company Owned Intellectual Property or any Company Technology, or with respect to any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement Rights to any Person. The Company has not , or permitted the rights of the Company in any Company Intellectual Property or in any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement to enter into the public domain. Without limiting any other representation or warranty in this Agreement, except as set forth in Section 3.9(b)(i2.10(c) of the Disclosure ScheduleSchedules identifies, for each of Company Product distributed, licensed or sold since January 1, 2017, the inventors identified on each of the Patents included in Contract(s) under which Company has licensed the Company Registered Licensed Intellectual Property or in any Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement was an employee of Company at the time of the conception of the inventions claimed used in such PatentsCompany Product. (ii) The Company has as of the date of this Agreement, and had at all times in the past a valid, legally enforceable rights right to use, license, practice and otherwise exploit (A) all Company Licensed Intellectual Property Property, and all (B) other Intellectual Property Rights used by Company, in each case in the manner such Intellectual Property Rights are used, practiced and otherwise exploited by the Company and are planned to be used, practiced and otherwise exploited by the Company. The Company Intellectual Property constitutes all of the Intellectual Property used or currently proposed to be Rights used or necessary in connection with the conduct of the Company Business, including without limitation as necessary or appropriate to make, use, offer for sale, sell or import the Company TechnologyProducts. All The Company’s rights in any Company Licensed Intellectual Property (including without limitation any interest therein acquired through a license or other right to use, but excluding any Off-the-Shelf Software) is are free and clear of Encumbrances (other than the terms of Contracts pursuant to which Company Licensed Intellectual Property is licensed to the Company) and the Company has not received any notice that any portion of the Company Licensed Intellectual Property, or of any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement, is subject to any such Encumbrance. Table of Contents (d) Agreements Related to Company Intellectual Property. (iii) Neither the execution and delivery of this Agreement or any other document or instrument contemplated by this Agreement, nor the consummation of the transactions contemplated to be consummated by them under this Agreement and such other documents and instructions will (A) result in Buyer or any of its Affiliates granting to any Person any ownership interest in, or any license, covenant not to xxx or right under or with respect to, any Intellectual Property or Technology or (B) result in Buyer or any of its Affiliates or any of their Intellectual Property or Technology being bound by, or subject to, any non-compete, licenses or other restriction on the operation or scope of their respective businesses. Immediately following the Closing, the Company will be permitted to exercise all of its rights under all Contracts to which Company is a party to the same extent it would have been able to had the transactions contemplated by this Agreement not occurred and without being required to pay any additional amounts or consideration other than fees, royalties or payments that Company would otherwise have been required to pay had the Acquisition not occurred.

Ownership of and Right to Use Company Intellectual Property; No Encumbrances. (i) The Company is the sole and exclusive owner of and has good, valid and marketable title to, free and clear of all Encumbrances, other than Permitted Encumbrances, all Company Owned Intellectual Property, and all Company Technology (except for Copyrights in Off-the- Shelf Software and Technology licensed to the Company on a non-exclusive basis). The Company For clarity, the foregoing sentence does not own apply to Intellectual Property that cannot be assigned or claim any righttransferred to the Company by employees, title consultants and contractors under Applicable Laws; and regarding such Intellectual Property that cannot be assigned or interest with any other Person in transferred to the Company under Applicable Laws, the Company is the sole and exclusive licensee or under any beneficiary of such Intellectual Property, free and clear of all Encumbrances other than Permitted Encumbrances. The Company has the sole and exclusive right to bring a claim or suit against any other Person for past, present or future infringement of Company Owned Intellectual Property and of each item of Company Licensed Intellectual Property that is exclusively licensed to the CompanyProperty. The Company has not transferred ownership of, or granted any exclusive license with respect to, any Company Owned Intellectual Property or any Company Technology, or with respect to any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement to any Person. The Company has not permitted the rights of Company in any Company Intellectual Property or in any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement to enter into the public domain. Without limiting any other representation or warranty in this Agreement, except as set forth in Section 3.9(b)(i) of the Disclosure Schedule, each of the inventors identified on each of the Patents included in the Company Registered Intellectual Property or in any Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement was an employee of Company at the time of the conception of the inventions claimed in such Patents.with (ii) The Company has as of the date of this Agreement, and had at all times in the past a valid, legally enforceable rights right to use, license, practice and otherwise exploit all Company Licensed Intellectual Property and all other Intellectual Property used by the Company. The Company Intellectual Property constitutes all of the Intellectual Property used or currently proposed to be used or necessary in connection with the conduct of the Company Business, including as necessary or appropriate to make, use, offer for sale, sell or import the Company TechnologyProducts and to perform the Company Services. All Company Licensed Intellectual Property (including any interest therein acquired through a license or other right to use, but excluding any Off-the-Shelf Software) is are free and clear of Encumbrances other than Permitted Encumbrances, and the Company has not received any written notice that any portion of the Company Licensed Intellectual Property, or of any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement, is subject to any Encumbrance. (iii) Neither the execution and delivery of this Agreement or any other document or instrument contemplated by this Agreement, nor the consummation of the transactions contemplated to be consummated by them under this Agreement and such other documents and instructions will (A) result in Buyer or any of its Affiliates granting to any Person any ownership interest in, or any license, covenant not to xxx or right under or with respect to, any Intellectual Property or Technology or (B) result in Buyer or any of its Affiliates or any of their Intellectual Property or Technology being bound by, or subject to, any non-compete, licenses or other restriction on the operation or scope of their respective businesses. Immediately following the Closing, the Company will be permitted to exercise all of its rights under all Contracts to which Company is a party to the same extent it would have been able to had the transactions contemplated by this Agreement not occurred and without being required to pay any additional amounts or consideration Encumbrance other than fees, royalties or payments that Permitted Encumbrances. (c) Agreements Related to Company would otherwise have been required to pay had the Acquisition not occurred.Intellectual Property. (i)

Ownership of and Right to Use Company Intellectual Property; No Encumbrances. (i) The applicable Acquired Company is the sole and exclusive owner of and has good, valid and marketable title to, free and clear of all Encumbrances, all Company Owned Intellectual Property, and all Company Technology (except for Copyrights in Off-the-Shelf Software and Technology licensed to the Company or a Company Subsidiary on a non-exclusive basis and set forth in Section 3.11(b) of the Company Disclosure Schedule). The Company does not own or claim any right, title or interest with any other Person in or under any Intellectual Property. The applicable Acquired Company has the sole and exclusive right to bring a claim or suit Legal Proceedings against any other Person for past, present or future infringement of Company Owned Intellectual Property and Property. None of each item of Company Licensed Intellectual Property that is exclusively licensed to the Company. The Company Acquired Companies has not transferred ownership of, or granted any exclusive license with respect to, any Company Owned Intellectual Property or any Company Technology, or with respect to any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement to any Person. The Company has not , or permitted the rights of Company the Acquired Companies in any Company Intellectual Property or in any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement to enter into the public domain. Without limiting any other representation or warranty in this Agreement, except as set forth in Section 3.9(b)(i) of the Disclosure Schedule, each of the inventors identified on each of the Patents included in the Company Registered Intellectual Property or in any Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement was an employee of Company at the time of the conception of the inventions claimed in such Patents. (ii) The applicable Acquired Company has as of the date of this Agreement, and had at all times in the past a valid, legally enforceable rights right to use, license, practice and otherwise exploit all Company Licensed Intellectual Property and all other Intellectual Property used by the CompanyAcquired Companies. The Company Intellectual Property constitutes all of the Intellectual Property used or currently proposed to be used or necessary in connection with the conduct of the Company Business, including to make, use, offer for sale, sell or import the Company TechnologyBusiness as currently conducted. All Company Licensed Intellectual Property (including any interest therein acquired through a license or other right to use, but excluding any Off-the-Shelf Software) is free and clear of Encumbrances and the Company has not received any notice that any portion of the Company Licensed Intellectual Property, or of any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement, is subject to any Encumbrance. (iii) Neither No licenses or other consents are required from any Person to permit Purchaser to fully exploit the execution Company Intellectual Property and delivery continue the conduct of this Agreement the Company Business as currently conducted or any other document or instrument contemplated by this Agreement, nor the as proposed to be conducted. The consummation of the transactions contemplated to be consummated by them under this Agreement and such other documents and instructions Transactions will (A) not result in Buyer the loss of, or any of its Affiliates granting to any Person otherwise adversely affect, any ownership interest in, rights of the Acquired Companies in any Company Intellectual Property or result in the breach or termination of any license, covenant not contract or agreement to xxx or right under or which the Acquired Companies are a party with respect to, to any Company Intellectual Property or Technology or (B) result in Buyer or any of its Affiliates or any of their Intellectual Property or Technology being bound by, or subject to, any non-compete, licenses or other restriction on the operation or scope of their respective businesses. Immediately following the Closing, the Company will be permitted to exercise all of its rights under all Contracts to which Company is a party to the same extent it would have been able to had the transactions contemplated by this Agreement not occurred and without being required to pay any additional amounts or consideration other than fees, royalties or payments that Company would otherwise have been required to pay had the Acquisition not occurredincluding Inbound IP Licenses).

Ownership of and Right to Use Company Intellectual Property; No Encumbrances. (i) The Company is the sole and exclusive owner of and has good, valid and marketable title to, free and clear of all Encumbrances, all Company Owned Intellectual Property. The , and (except for Company does not own or claim any right, title or interest with any other Person in or under any Licensed Intellectual Property) all Company Technology. The Company has the sole and exclusive right to bring a claim or suit against any other Person for past, present or future infringement of all Company Owned Intellectual Property and of each item of Company Licensed Intellectual Property that is exclusively licensed to the CompanyProperty. The Company has not transferred ownership of, or granted any exclusive license with respect to, any Company Owned Intellectual Property or any Company Technology, or with respect to any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement Rights to any Person. The Company has not , or permitted the rights of the Company in any Company Intellectual Property or in any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement to enter into the public domain. Without limiting any other representation or warranty in this Agreement, except as set forth in Section 3.9(b)(i2.10(c) of the Disclosure ScheduleSchedule identifies, for each of Company Product distributed, licensed or sold since January 1, 2017, the inventors identified on each of the Patents included in Contract(s) under which Company has licensed the Company Registered Licensed Intellectual Property or in any Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement was an employee of Company at the time of the conception of the inventions claimed used in such PatentsCompany Product. (ii) The Company has as of the date of this Agreement, and had at all times in the past a valid, legally enforceable rights right to use, license, practice and otherwise exploit (A) all Company Licensed Intellectual Property Property, and all (B) other Intellectual Property Rights used by Company, in each case in the manner such Intellectual Property Rights are used, practiced and otherwise exploited by the Company and are planned to be used, practiced and otherwise exploited by the Company. The Company Intellectual Property constitutes all of the Intellectual Property used or currently proposed to be Rights used or necessary in connection with the conduct of the Company Business, including without limitation as necessary or appropriate to make, use, offer for sale, sell or import the Company TechnologyProducts. All The Company’s rights in any Company Licensed Intellectual Property (including without limitation any interest therein acquired through a license or other right to use, but excluding any Off-the-Shelf Software) is are free and clear of Encumbrances (other than the terms of Contracts pursuant to which Company Licensed Intellectual Property is licensed to the Company) and the Company has not received any notice that any portion of the Company Licensed Intellectual Property, or of any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement, is subject to any such Encumbrance. (iii) Neither the execution and delivery of this Agreement or any other document or instrument contemplated by this Agreement, nor the consummation of the transactions contemplated to be consummated by them under this Agreement and such other documents and instructions will (A) result in Buyer or any of its Affiliates granting to any Person any ownership interest in, or any license, covenant not to xxx or right under or with respect to, any Intellectual Property or Technology or (B) result in Buyer or any of its Affiliates or any of their Intellectual Property or Technology being bound by, or subject to, any non-compete, licenses or other restriction on the operation or scope of their respective businesses. Immediately following the Closing, the Company will be permitted to exercise all of its rights under all Contracts to which Company is a party to the same extent it would have been able to had the transactions contemplated by this Agreement not occurred and without being required to pay any additional amounts or consideration other than fees, royalties or payments that Company would otherwise have been required to pay had the Acquisition not occurred.