Common use of Representations and Warranties of Licensor Clause in Contracts

Representations and Warranties of Licensor. (a) Licensor represents and warrants that Licensee is a limited liability company duly organized and validly existing and in good standing under the laws of California, that the execution and performance of the Agreement have been duly authorized and that this Agreement will constitute a valid and binding obligation of Licensor. Licensor further represents and warrants that the execution and performance of this Agreement by Licensor will not violate the terms of any other contract or arrangement to which Licensor is a party or by which it is bound, and will not violate any applicable law, statute, treaty or regulation. (b) Licensor represents and warrants to Licensee that Licensor has the right to grant the licenses and rights granted herein and that, to Licensor's best knowledge, the System does not infringe any copyright, service xxxx, trademark, patent, trade secret or other proprietary right of any third party and that no claim has been made or is pending against Licensor relative to the System alleging infringement or misappropriation of any intellectual property right. (c) THE WARRANTIES OF LICENSOR CONTAINED IN THIS PARAGRAPH 10.2 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSOR DOES NOT GUARANTY THE COMPLETENESS OR ACCURACY OF THE SYSTEM OR ANY INFORMATION OR OTHER RESULTS GENERATED BY THE SYSTEM. (d) Licensor shall defend any action brought against Licensee to the extent such action is based on a claim that the use of the System directly infringes any service xxxx, trademark, copyright or patent of a third party (an "Infringement Action"), and Licensor shall pay any and all costs, expenses and damages awarded against Licensee in any Infringement Action provided that (i) Licensor's obligation hereunder are expressly conditioned on prompt notification from Licensee of any threat or claim of any Infringement Action (and all claims relating thereto); (ii) Licensor shall have sole control of the defense and all negotiations, settlement or compromise of any Infringement Action, and Licensee shall compensate with Licensor in such defense, and (iii) Licensor shall not be obligated hereunder to the extent that any such Infringement Action is based on any modification or alteration made by Licensee to the System or any element or part thereof. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE FOR ANY INFRINGEMENT ACTION.

Representations and Warranties of Licensor. (a) Licensor represents and warrants that to Licensee (with respect to the LMT Technology existing as of the Effective Date when such representation or warranty refers to the LMT Technology): (i) Except for the agreements set forth on Attachment A to this Agreement, true and complete copies of which have been delivered by Licensor to Licensee, each of Licensor and Crucible has good title to the LMT Technology which it purports to own and valid licenses and sublicenses to the portion of the LMT Technology which it purports to license and sublicense, in each case, free of all Liens. A “Lien” is any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, bailment, conditional sales or title retention agreement, lien (statutory or otherwise), charge against or interest in property, in each case of any kind, to secure payment of a limited liability company duly organized and validly existing and in good standing under the laws of California, that the execution and debt or performance of an obligation. Since the Agreement have been duly authorized and that this Agreement will constitute a valid and binding obligation of Licensor. Licensor further represents and warrants that the execution and performance of this Agreement by Licensor will not violate the terms of Original Effective Date, neither Licensee nor Crucible has entered into any other agreement, contract or arrangement that has resulted or could result in the future in the transfer of all or any portion of the LMT Technology in the breach or termination of all or any portion the sublicense granted by Licensor to Licensee pursuant to the Original Sublicense Agreement, or the abandonment or revocation of Licensor’s or Crucible’s rights to all or any portion of the LMT Technology, or in the breach or termination of all or any portion of the sublicense granted by Licensor to Licensee pursuant to this Agreement. Attachment A to this Agreement sets forth a true and complete list of all agreements or understandings to which Licensor or Crucible is a party or by which it the LMT Technology is boundbound that grant exclusive license rights with respect to all or any portion of the LMT Technology. Since the Original Effective Date, neither Licensee nor Crucible has entered into any agreement, contract or arrangement that amends, terminates or otherwise modifies or waives any of terms and will not violate conditions of any applicable lawof the agreements listed in Attachment A to the Original Sublicense Agreement, statuteexcept for amendments specifically listed in Attachment A to this Agreement. For clarity, treaty or regulation. (b) Licensor represents and warrants that the exclusive licenses granted by Licensor or Crucible as of the Original Effective Date have not changed except that by an amendment dated as of December 31, 2012 to Licensee that the License Agreement dated August 5, 2011 with Innovative Materials Group, LLC (“IMG”), for valuable consideration, Licensor has re-acquired from IMG the exclusive right to grant Eyewear Products that had been previously licensed to IMG. The Parties agree that Eyewear Products remain within the licenses and rights granted herein and that, definition of Additional Excluded Fields. No other changes to Licensor's best knowledge, the System does not infringe any copyright, service xxxx, trademark, patent, trade secret or other proprietary right of any third party and that no claim Additional Excluded Fields has been made or is pending against Licensor relative to since the System alleging infringement or misappropriation of any intellectual property rightOriginal Effective Date. (c) THE WARRANTIES OF LICENSOR CONTAINED IN THIS PARAGRAPH 10.2 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSOR DOES NOT GUARANTY THE COMPLETENESS OR ACCURACY OF THE SYSTEM OR ANY INFORMATION OR OTHER RESULTS GENERATED BY THE SYSTEM. (d) Licensor shall defend any action brought against Licensee to the extent such action is based on a claim that the use of the System directly infringes any service xxxx, trademark, copyright or patent of a third party (an "Infringement Action"), and Licensor shall pay any and all costs, expenses and damages awarded against Licensee in any Infringement Action provided that (i) Licensor's obligation hereunder are expressly conditioned on prompt notification from Licensee of any threat or claim of any Infringement Action (and all claims relating thereto); (ii) Licensor shall have sole control of the defense and all negotiations, settlement or compromise of any Infringement Action, and Licensee shall compensate with Licensor in such defense, and (iii) Licensor shall not be obligated hereunder to the extent that any such Infringement Action is based on any modification or alteration made by Licensee to the System or any element or part thereof. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE FOR ANY INFRINGEMENT ACTION.

Representations and Warranties of Licensor. Licensor hereby ------------------------------------------ represents and warrants to Licensee that: 8.1.1 Licensor is the sole owner of the Licensed Material, the Existing Copyright Registrations and the Existing Trademark Registrations, and, except as expressly set forth in this Agreement, has not sold, transferred, assigned or otherwise disposed of, directly or indirectly, by operation of law or otherwise, any of the Licensed Material, any of the Existing Copyright Registrations, or any of the Existing Trademark Registrations, or any interest therein, to any Person other than Licensee hereunder. To the best of Licensor's knowledge, no Person has made any claim or filed any protest or filed any action, suit or proceeding challenging Licensor's exclusive ownership rights and interests in and to the Licensed Material, the Existing Copyright Registrations or the Existing Trademark Registrations. 8.1.2 Licensor is not aware of any rights of third parties that would be infringed by manufacturing, using or selling the Licensed Material or by any of the Existing Copyright Registrations or by any of the Existing Trademark Registrations. 8.1.3 Licensor is not aware that any third parties in any way infringing the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. 8.1.4 Licensor is not aware of any action, suit, proceeding or other claim pending or threatened against Licensor or any other person, firm or entity, involving or relating to the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. Licensor is not aware of any order, decree or judgment in effect that affects the Licensed Material and/or the ability of Licensor to perform its obligations hereunder. 8.1.5 Licensor is not aware that any aspect of any of the Licensed Material or job-person matching violates any federal or state laws, including equal employment opportunity laws. Licensor is not aware that the Licensed Material or the process of job-person matching included therein has had an adverse impact on any group protected by any equal employment opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C Section 2000e et. Seq. and any similar laws of any state. The Licensed Material and the process of job-person matching included therein have been validated in accordance with generally accepted professional practices for construct and criterion related validity. Licensor agrees that in the event of any challenge by any third party to the legality of the Licensed Material and/or the process of job-person matching, Licensor shall provide, at no cost to Licensee (a) evidence establishing that the Licensed Material and the process of job-person matching included therein do not have an adverse impact on any group protected by any equal employment opportunity laws for selection into positions involved in Licensee's Business; (b) evidence that the Licensed Material and the process of job-person matching have been validated in accordance with standard practices; and (c) expert witness testimony to support such evidence. 8.1.6 When used by Licensee (and any Permitted Sublicensee) in connection with the Business, the Licensed Material will perform the functions for which it has been designed. All assessments and job-person matching included within the Licensed Material have been tested by internal objective studies conducted by Licensor represents and warrants the results of those tests demonstrate that Licensee the Licensed Material will perform the functions for which it has been designed and marketed. The parties acknowledge that the Licensed Material is designed and marketed to estimate individuals' effectiveness in specific job-related behavioral competencies. 8.1.7 Licensor is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of California. All action required or appropriate in order for Licensor to execute, that the execution deliver and performance of the perform this Agreement have been duly authorized and that validly taken and Licensor is entitled to execute and deliver this Agreement will constitute and perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of Licensor. , enforceable against Licensor further represents in accordance with its terms and warrants that the execution and performance of all persons executing this Agreement on behalf of Licensor are duly authorized and empowered to do so. 8.1.8 No consent, approval or notice is required to be obtained or given by Licensor from or to any person, firm or entity, governmental or nongovernmental, in order for Licensor to execute and deliver this Agreement and perform its obligations hereunder. This Agreement will not violate the terms Licensor's Articles of Organization or any other contract agreement or arrangement document to which Licensor is a party or by which it is bound, and will not violate any applicable law, statute, treaty or regulation. (b) Licensor represents and warrants to Licensee that Licensor has the right to grant the licenses and rights granted herein and that, to Licensor's best knowledge, the System does not infringe any copyright, service xxxx, trademark, patent, trade secret or other proprietary right of any third party and that no claim has been made or is pending against Licensor relative to the System alleging infringement or misappropriation of any intellectual property right. (c) THE WARRANTIES OF LICENSOR CONTAINED IN THIS PARAGRAPH 10.2 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSOR DOES NOT GUARANTY THE COMPLETENESS OR ACCURACY OF THE SYSTEM OR ANY INFORMATION OR OTHER RESULTS GENERATED BY THE SYSTEM. (d) Licensor shall defend any action brought against Licensee to the extent such action is based on a claim that the use of the System directly infringes any service xxxx, trademark, copyright or patent of a third party (an "Infringement Action"), and Licensor shall pay any and all costs, expenses and damages awarded against Licensee in any Infringement Action provided that (i) Licensor's obligation hereunder are expressly conditioned on prompt notification from Licensee of any threat or claim of any Infringement Action (and all claims relating thereto); (ii) Licensor shall have sole control of the defense and all negotiations, settlement or compromise of any Infringement Action, and Licensee shall compensate with Licensor in such defense, and (iii) Licensor shall not be obligated hereunder to the extent that any such Infringement Action is based on any modification or alteration made by Licensee to the System or any element or part thereof. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE FOR ANY INFRINGEMENT ACTION.

Representations and Warranties of Licensor. The Licensor hereby represents and warrants to the Licensee as follows, acknowledging that the Licensee is relying on these representations and warranties: (a) Licensor represents and warrants that Licensee is a limited liability company duly organized and validly existing and in good standing under it and/or its Affiliates are collectively the laws of California, that the execution and performance sole owners of the Agreement have been duly authorized Trademarks, the FAF Intellectual Property and that this Agreement will constitute a valid and binding obligation of Licensor. Licensor further represents and warrants that the execution and performance of this Agreement by Licensor will not violate the terms of any other contract or arrangement to which Licensor is a party or by which it is bound, and will not violate any applicable law, statute, treaty or regulationSystem. (b) the Licensor represents holds a license granting it the right, power and warrants authority to Licensee that Licensor has use and to sublicense to others, including the Licensee, the right to grant use the licenses and rights granted herein and that, to Licensor's best knowledgeTrademarks, the System does not infringe any copyright, service xxxx, trademark, patent, trade secret or other proprietary right of any third party FAF Intellectual Property and that no claim has been made or is pending against Licensor relative to the System alleging infringement or misappropriation of any intellectual property rightSystem. (c) THE WARRANTIES OF LICENSOR CONTAINED IN THIS PARAGRAPH 10.2 ARE IN LIEU OF ALL OTHER WARRANTIESthe Licensor has the right, EXPRESS OR IMPLIEDpower and authority to grant to the Licensee, INCLUDING THE WARRANTIES OF MERCHANTABILITYthe License and all other rights granted under this Agreement and has not granted and, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSOR DOES NOT GUARANTY THE COMPLETENESS OR ACCURACY OF THE SYSTEM OR ANY INFORMATION OR OTHER RESULTS GENERATED BY THE SYSTEMprovided the Licensee complies with all of the terms and conditions of this Agreement, will not grant any other rights or licences in the Territory during the Term of the Agreement, to any third party that would conflict with the rights granted to the Licensee under this Agreement. (d) Licensor shall defend any action brought against Licensee to the extent such action knowledge of Licensor, the exercise by the Licensee of the rights and license granted under this Agreement will not infringe or otherwise conflict with the rights of any other Person. (e) the Confidentiality and Know-How contained in the FAF Intellectual Property is based on a and remains confidential to the Licensor and/or its Affiliates and those who have signed written confidentiality and non-disclosure agreements with the Licensor, as applicable, and the Licensor and/or the Licensor’s Affiliates have taken reasonable steps to protect the confidentiality of that Confidential Information and Know-How from disclosure to, or use by, unauthorized Persons. (f) except as disclosed by the Licensor to the Licensee, there is no material settled, pending, or threatened litigation, opposition, or other claim that or proceeding challenging the validity, enforceability, ownership, registration, or use of any Trademarks, the FAF Intellectual Property or the System directly infringes in the Territory that would impact the Licensee’s exercise of its rights under this Agreement. (g) except as disclosed by the Licensor to the Licensee, neither the Licensor or its Affiliates have brought or threatened any service xxxxclaim against any third party alleging infringement of any Trademarks, trademarkFAF Intellectual Property and/or the System in the Territory nor to the knowledge of the Licensor is any third party infringing or threatening to infringe any such rights in the Territory. (h) a termination of the Licensor’s right to the Trademarks, copyright or patent the FAF Intellectual Property and the System, does not trigger a termination of the Licensee’s right in and to the Trademarks, the FAF Intellectual Property and the System. In the event of a third party (an "Infringement Action")termination of the Licensor’s right in and to the Trademarks, the FAF Intellectual Property and the System, the owners of the Trademarks, the FAF Intellectual Property, and Licensor shall pay any and all costs, expenses and damages awarded against Licensee in any Infringement Action provided that the System will at such owner’s discretion: (i) Licensor's obligation hereunder are expressly conditioned on prompt notification from Licensee honour the terms of any threat or claim of any Infringement Action (and all claims relating thereto)this Agreement as if they were the original licensor identified in this Agreement; and/or (ii) Licensor shall have sole control of assign the defense and all negotiations, settlement or compromise of any Infringement Action, and Licensee shall compensate with Licensor in such defense, and (iii) Licensor shall not be obligated Licensor’s obligations hereunder to another authorized licensor/ Affiliate with such other licensor/Affiliate honouring the extent that any such Infringement Action is based on any modification or alteration made by Licensee to terms of this Agreement as if they were the System or any element or part thereof. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE FOR ANY INFRINGEMENT ACTION.original licensor identified in this Agreement..

Representations and Warranties of Licensor. Licensor hereby represents and warrants the following to License as of the date of this Agreement: (a) Licensor represents and warrants that Licensee is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of Californiathe State of Tennessee. (b) Licensor has full corporate power and authority to enter into and perform this Agreement. The execution, that the execution and performance of the Agreement have been duly authorized and that this Agreement will constitute a valid and binding obligation of Licensor. Licensor further represents and warrants that the execution delivery and performance of this Agreement by Licensor will not violate the terms of any other contract or arrangement to which Licensor is a party or have been duly authorized by which it is bound, and will not violate any applicable law, statute, treaty or regulation. (b) Licensor represents and warrants to Licensee that Licensor has the right to grant the licenses and rights granted herein and that, to Licensor's best knowledge, the System does not infringe any copyright, service xxxx, trademark, patent, trade secret or other proprietary right of any third party and that no claim has been made or is pending against Licensor relative to the System alleging infringement or misappropriation of any intellectual property rightall requisite corporate action. (c) THE WARRANTIES OF LICENSOR CONTAINED IN THIS PARAGRAPH 10.2 ARE IN LIEU OF ALL OTHER WARRANTIESLicensor is the sole owner of all right, EXPRESS OR IMPLIEDtitle and interest in and to the licensed Patents and other intellectual property, INCLUDING THE WARRANTIES OF MERCHANTABILITYand Licensor has legal power, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSOR DOES NOT GUARANTY THE COMPLETENESS OR ACCURACY OF THE SYSTEM OR ANY INFORMATION OR OTHER RESULTS GENERATED BY THE SYSTEMauthority and right to grant the exclusive license under the Licensed Properties. (d) Licensor shall defend any action brought against To Licensor's knowledge, there are no patents owned by others and no other property rights or property of others which would be infringed or misused by Licensee or its Affiliates or sublicensees as a result of their exercise of the rights in and to the extent Licensed Properties and the products granted by this Agreement. (e) There are no actions, suits, or claims pending against Licensor or its Affiliates in any court or by or before any governmental body or agency with respect to the Licensed Properties or Products, and to the best of Licensor's knowledge, no such action is based on a claim that the use actions, suits or claims have been threatened against Licensor or its Affiliates. (f) Licensor has no knowledge of any infringement of the System directly infringes Licensed Properties or knowledge of any service xxxxclaim or allegation, trademarkor any basis thereof, copyright of patent infringement or patent misuse of a third party any confidential information with regard to the Licensed Properties or Products. (an "Infringement Action")g) No other person or organization presently has any effective assignment, option, license or sublicense under the Licensed Properties or with respect to the manufacture, use or sale of the Products or other products using the Licensed Properties. (h) The Licensed Properties include all of the patents, applications for patents, improvements, technology, products, foreign counterparts and Licensor shall pay any extensions thereof, know-how, inventions, ideas, concepts, methods and all costsprocesses presently owned, expenses and damages awarded against Licensee in any Infringement Action provided that used or developed by Licensor. (i) Licensor's obligation hereunder facilities, equipment and operations are expressly conditioned on prompt notification from Licensee of any threat in material compliance with all applicable laws and regulations. Licensor holds all material licenses, permits and other governmental authorizations necessary or claim of any Infringement Action (required by Licensor to conduct its operations and all claims relating thereto); (ii) Licensor shall have sole control of business in the defense and all negotiations, settlement or compromise of any Infringement Action, and Licensee shall compensate with Licensor in such defense, and (iii) Licensor shall not be obligated hereunder to the extent that any such Infringement Action is based on any modification or alteration made by Licensee to the System or any element or part thereof. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE FOR ANY INFRINGEMENT ACTIONmanner presently conducted.

Representations and Warranties of Licensor. (a) Licensor represents and warrants that Licensee is a limited liability company duly organized and validly existing and in good standing under the laws of California, that the execution and performance of the Agreement have been duly authorized and that this Agreement will constitute a valid and binding obligation of Licensor. Licensor further represents and warrants that the execution and performance of this Agreement by Licensor will not violate the terms of any other contract or arrangement to which Licensor is a party or by which it is bound, and will not violate any applicable law, statute, treaty or regulation. (b) Each Licensor represents and warrants to Licensee the following: (a) All Licensed Patents existing as of the Effective Date are listed on Schedule 1. All issued Licensed Patents are in full force and effect. The Licensed Patents that Licensor has consist of patent applications as listed are being prosecuted in the right to grant respective patent offices in the licenses Territory in accordance with applicable Law. All Licensed Patents, have been filed and rights granted herein maintained properly and that, to Licensor's best knowledge, correctly and all applicable fees have been paid on or before the System does not infringe any copyright, service xxxx, trademark, patent, trade secret or other proprietary right of any third party and that no claim has been made or is pending against Licensor relative to the System alleging infringement or misappropriation of any due date for payment. (b) The Licensed IP includes all intellectual property rightrights owned or controlled by Licensor necessary, for the development (as permitted hereunder), manufacture and Commercialization of the Products. (c) THE WARRANTIES OF LICENSOR CONTAINED IN THIS PARAGRAPH 10.2 ARE IN LIEU OF ALL OTHER WARRANTIESThere are no claims that have been filed and served against Licensor or any Licensor Affiliate, EXPRESS OR IMPLIEDjudgments, INCLUDING THE WARRANTIES OF MERCHANTABILITYor settlements against, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENTor amounts with respect thereto, owed by Licensor or any Licensor Affiliate relating to the Regulatory Documentation, Licensed Patents, or the Licensed Technology. LICENSOR DOES NOT GUARANTY THE COMPLETENESS OR ACCURACY OF THE SYSTEM OR ANY INFORMATION OR OTHER RESULTS GENERATED BY THE SYSTEMNo claim or litigation has been filed and served against Licensor or any Licensor Affiliate or threatened in writing by any person alleging, and Licensor has no knowledge that the Licensed Patents are invalid or unenforceable. Neither Licensor nor any Licensor Affiliate has received any written notice from any third party claiming that the development, manufacture or Commercialization of the Products do or will, violate, infringe or misappropriate any intellectual property right of such third party. To Licensor’s knowledge, no person is infringing or threatening to infringe the Licensed Patents or misappropriating or threatening to misappropriate the Licensed Patents, any Licensed Technology or the Regulatory Documentation. (d) Licensor shall defend any action brought against Licensee to is the extent such action is based on a claim that the use sole and exclusive owner of the System directly infringes any service xxxxentire right, trademark, copyright or patent of a third party (an "Infringement Action"), title and Licensor shall pay any interest in the Licensed Patents and all costs, expenses the Licensed Technology and damages awarded against Licensee in any Infringement Action provided that (i) Licensor's obligation hereunder are expressly conditioned on prompt notification from Licensee free of any threat encumbrance, lien, or claim of ownership by any Infringement Action third party. Licensor is entitled to grant the licenses specified herein. (and all claims relating thereto); e) Neither Licensor nor any of its Affiliates shall encumber or diminish, the rights granted to Licensee hereunder with respect to the Licensed IP. (iif) Licensor shall have sole control has used commercially reasonable efforts to keep the Licensor Technology confidential and to Licensor’s knowledge, has only disclosed the Licensor Technology to third parties under terms of confidentiality. To the knowledge of Licensor and its Affiliates no breach of such confidentiality has been committed by any third party. (g) The inventions claimed or covered by the Licensed Patents were not conceived, discovered, developed, or otherwise made in connection with any research activities funded, in whole or in part, by the federal government of the defense and all negotiations, settlement or compromise of any Infringement Action, and Licensee shall compensate with Licensor in such defense, and (iii) Licensor shall not be obligated hereunder to the extent that any such Infringement Action is based on any modification or alteration made by Licensee to the System United States or any element or part agency thereof. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE FOR ANY INFRINGEMENT ACTION.

Representations and Warranties of Licensor. Licensor hereby represents and warrants the following: (a) Except for the royalty-free, nonexclusive license granted by UFRFI to the United States Government described in the UFRFI License Agreement, to Licensor's knowledge, Licensor represents is the sole licensee of the entire right, title and warrants that Licensee interest in and to Licensed Patents; Licensor is a limited liability company duly organized and validly existing and in good standing the sole licensee of the Know-How to be provided under the laws of California, that the execution and performance of the Agreement have been duly authorized and that this Agreement will constitute a valid and binding obligation of Licensor. Licensor further represents and warrants that the execution and performance terms of this Agreement by Licensor will not violate and the terms of any other contract or arrangement to which UFRFI License Agreement; and Licensor is a party or by which it is boundthe sole licensee of the right, title and will not violate any applicable lawinterest in and to the Agreement Compounds, statute, treaty or regulationthe Licensed Products and Licensed Processes. (b) Licensor represents is free to enter into this Agreement and warrants to Licensee that sublicense its rights under the UFRFI License Agreement to Licensor has the right pursuant to grant the licenses and rights granted herein and that, to Licensor's best knowledge, the System does not infringe any copyright, service xxxx, trademark, patent, trade secret or other proprietary right of any third party and that no claim has been made or is pending against Licensor relative to the System alleging infringement or misappropriation of any intellectual property rightthis Agreement. (c) THE WARRANTIES OF LICENSOR CONTAINED IN THIS PARAGRAPH 10.2 ARE IN LIEU OF ALL OTHER WARRANTIESAs of the date of this Agreement, EXPRESS OR IMPLIEDthere are no actions, INCLUDING THE WARRANTIES OF MERCHANTABILITYsuits or claims pending against Licensor or any of its Affiliates or, FITNESS FOR A PARTICULAR PURPOSE AND NONto the best of Licensor's knowledge, UFRFI in any court or by or before any governmental body or agency with respect to Licensed Patents, Agreement Compounds, Licensed Products, Licensed Processes and/or Know-INFRINGEMENT. LICENSOR DOES NOT GUARANTY THE COMPLETENESS OR ACCURACY OF THE SYSTEM OR ANY INFORMATION OR OTHER RESULTS GENERATED BY THE SYSTEMHow, and to the best of Licensor's knowledge, no such actions, suits or claims have been threatened against Licensor or any of its Affiliates or UFRFI and Licensor is unaware of any facts which would form a reasonable basis for such a claim. (d) No other person or organization presently has been granted by Licensor shall defend any action brought against Licensee effective option or license with respect to the extent such action manufacture, use or sale of Agreement Compounds, Licensed Products or Licensed Processes in the Field of Use in the Territory, or is based on a claim presently authorized to use Know-How in or for the Field of Use in the Territory. (e) As of the date of this Agreement, to the best of Licensor's knowledge, none of the Agreement Compounds, Licensed Patents, Licensed Processes or Know-How infringe upon the patent or other intellectual property rights of any third party. (f) To the best of Licensor's knowledge, there is no patent or patent application of another, which contains claims that dominate or may dominate any Know-How, or any of the Licensed Patents, Licensed Processes or Licensed Products. (g) Nothing has come to the attention of Licensor which it believes would indicate that the use Licensed Products are not patentable or marketable or would be unable upon completion of the System directly infringes any service xxxx, trademark, copyright or patent of a third party (an "Infringement Action"), and Licensor shall pay any and all costs, expenses and damages awarded against Licensee in any Infringement Action provided that (i) Licensor's obligation hereunder are expressly conditioned on prompt notification from Licensee of any threat or claim of any Infringement Action (and all claims relating thereto); (ii) Licensor shall have sole control of the defense and all negotiations, settlement or compromise of any Infringement Action, and Licensee shall compensate with Licensor in such defense, and (iii) Licensor shall not be obligated hereunder development program to the extent that any such Infringement Action is based on any modification or alteration made by Licensee to the System or any element or part thereof. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE FOR ANY INFRINGEMENT ACTIONreceive FDA approval.