Common use of Representations and Warranties of the Licensor Clause in Contracts

Representations and Warranties of the Licensor. 9.1 The Licensor represents and warrants to the Licensee, with the intent that the Licensee will rely thereon in entering into this License Agreement and in concluding the transactions contemplated hereby, as follows: (a) Licensor warrants that to the best of its knowledge the use of the IP Rights as intended through this License Agreement, does not infringe upon the rights of third parties; (b) Licensor warrants that to the best of its knowledge the IP Rights is valid, maintained and enforceable towards third parties worldwide and that the IP Rights shall be properly maintained during the term of this License Agreement. (c) the execution and delivery of this License Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of the Licensor, and this License Agreement constitutes a valid and binding obligation of the Licensor enforceable against the Licensor in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; (d) neither the execution and delivery of this License Agreement nor the performance of the Licensor’s obligations hereunder will: (i) violate or constitute default under any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to the Licensor, the IP Rights, or any contract, agreement, instrument, covenant, mortgage, or security, to which the Licensor is a party or which are binding upon the Licensor, (ii) to the knowledge of the Licensor, result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable by the Licensee under any sales tax legislation. (iii) give rise to the creation or imposition of any encumbrance on the IP Rights, (iv) violate or constitute default under any license, permit, approval, consent or authorization held by the Licensor, or (v) violate or trigger any liability on behalf of the Licensee pursuant to any legislation governing the licensing of the IP Rights by the Licensor; (e) the Licensor owns and possesses and has good and marketable title to the IP Rights free and clear of all encumbrances of every kind and nature whatsoever; (f) no person other than the Licensee has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Licensor of any of the IP Rights; (g) There are no actions, suits, proceedings, investigations, complaints, orders, directives, or notices of defect or noncompliance by or before any court, governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, body, or officer issued, pending, or to the best of the Licensor’s knowledge threatened against or affecting the Licensor or in respect of the IP Rights; (h) there is no requirement applicable to the Licensor to make any filing with, give any notice to or to obtain any license, permit, certificate, registration, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement, or that relate solely to the identity of the Licensee or the nature of any business carried on by the Licensee;

Representations and Warranties of the Licensor. 9.1 The Licensor represents and warrants As a material inducement to the Licensee, with the intent that the Licensee will rely thereon in entering into and performing this License Agreement Agreement, the Licensor represents, warrants and in concluding the transactions contemplated hereby, as followscovenants that: (a) The Licensor warrants that to is a corporation duly organized, validly existing and in good standing under the best laws of its knowledge province of incorporation, and has full corporate power and authority to conduct its business as it is now being conducted, to own and use its assets, to enter into, deliver and perform this Agreement and any agreement or instrument executed in connection herewith or delivered pursuant hereto and to consummate the use of the IP Rights as intended through this License Agreement, does not infringe upon the rights of third parties;transactions contemplated hereby. (b) Licensor warrants that to the best of its knowledge the IP Rights is validThe Licensor’s execution, maintained delivery and enforceable towards third parties worldwide and that the IP Rights shall be properly maintained during the term performance of this License Agreement. (c) the execution and delivery of this License Agreement and the completion of the transactions contemplated hereby all agreements and instruments executed in connection herewith or delivered pursuant hereto have been duly and validly authorized by all necessary limited liability company requisite corporate action on by the part of Licensor. This Agreement will be duly executed and delivered by the Licensor, and this License Agreement constitutes a the Licensor’s legal, valid and binding obligation of the Licensor and is enforceable against the Licensor in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;. (dc) neither the execution The execution, delivery and delivery performance of this License Agreement nor the performance of the Licensor’s obligations hereunder willdoes not and will not: (i) violate or constitute default under any ordercontravene, decree, judgment, statute, by-law, rule, regulationconflict with, or restriction applicable to result in a violation of any provision of the LicensorArticles of Incorporation, the IP Rights, Bylaws or any contract, agreement, instrument, covenant, mortgage, or security, to which the Licensor is a party or which are binding upon other governing document of the Licensor, (ii) contravene or conflict with, or result in a breach of, any agreement, contract or arrangement between the Licensor and any other person or which would materially adversely affect the transactions contemplated hereby, (iii) result in the violation by the Licensor of any law, rule or regulation applicable to the Licensor or the Technology, or (iv) require the approval, consent or authorization of any federal, state, provincial or local governmental authority or any other person. (d) The Licensor owns all right, title and interest in the Technology. (e) As of the date hereof, there is no pending, or to the knowledge of the Licensor, result in any feesthreatened (whether written, dutiesoral or otherwise) claim, taxes, assessments, penalties action or other amounts becoming due proceeding against the Licensor contesting or payable by questioning the Licensee under any sales tax legislation. (iii) give rise to the creation or imposition of any encumbrance on the IP Rights, (iv) violate or constitute default under any license, permit, approval, consent or authorization held by the Licensor, or (v) violate or trigger any liability on behalf validity of the Licensee pursuant to any legislation governing Technology, or the licensing right of the IP Rights by Licensor to own, sell, license of use the Licensor; (e) the Licensor owns and possesses and Technology, or asserting that any other person has good and marketable title to the IP Rights free and clear any claim of all encumbrances of every kind and nature whatsoever;legal or beneficial ownership with respect thereto. (f) no The Licensor has not provided and will not provide any party or person other than the Licensee has with any written rights in connection with or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Licensor of any arising out of the IP Rights;Technology. (g) There are no actions, suits, proceedings, investigations, complaints, orders, directives, or notices of defect or noncompliance by or before any court, governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, body, or officer issued, pending, or The Licensor has the right to grant to the best Licensee a license to use the Technology and all other rights explicitly provided for in this Agreement, and the Licensor has not entered into any arrangement or understanding or shall do any act which might in any way inhibit, restrict or impair the free and unrestricted exercise of the rights by the Licensee or which conflicts with the Licensor’s knowledge threatened against or affecting the Licensor or in respect of the IP Rights;obligations under this Agreement. (h) there is no requirement applicable to The Licensor has not employed or made any agreement with any broker, finder or similar agent or any person or firm which will result in the obligation of the Licensor to make pay any filing withfinder’s fee, give any notice to brokerage fees or to obtain any license, permit, certificate, registration, authorization, consent commission or approval of, any governmental or regulatory authority as a condition to the lawful consummation of similar payment in connection with the transactions contemplated by this Agreement, or that relate solely to the identity of the Licensee or the nature of any business carried on by the Licensee;hereby.

Representations and Warranties of the Licensor. 9.1 8.1 The Licensor represents and warrants to the Licensee, with the intent that the Licensee will rely thereon in entering into this License Agreement and in concluding the transactions contemplated hereby, as follows: (a) Licensor warrants that to the best of its knowledge the use of the Licensed IP Rights as intended through this License Agreement, does not infringe upon the rights of third parties; (b) Licensor warrants that to the best of its knowledge the Licensed IP Rights is valid, maintained and enforceable towards third parties worldwide worldwide, other than France, Iran or Russia, and that the Licensed IP Rights shall be properly maintained during the term of this License Agreement. (c) the execution and delivery of this License Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of the Licensor, and this License Agreement constitutes a valid and binding obligation of the Licensor enforceable against the Licensor in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; (d) except as will be remedied by the consents, approvals, releases, and discharges described in Schedule 2 - Consents attached hereto, neither the execution and delivery of this License Agreement nor the performance of the Licensor’s 's obligations hereunder will: (i) violate or constitute default under any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to the Licensor, the IP RightsIP, or any contract, agreement, instrument, covenant, mortgage, or security, to which the Licensor is a party or which are binding upon the Licensor, (ii) to the knowledge of the Licensor, result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable by the Licensee under any sales tax legislation. . (iii) give rise to the creation or imposition of any encumbrance on the IP RightsIP, (iv) violate or constitute default under any license, permit, approval, consent or authorization held by the Licensor, or (v) violate or trigger any liability on behalf of the Licensee pursuant to any legislation governing the licensing of the IP Rights by the Licensor; (e) the Licensor owns and possesses and has good and marketable title to the IP Rights free and clear of all encumbrances of every kind and nature whatsoever; (f) no person other than the Licensee has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Licensor of any of the IP RightsLicensed IP; (g) There are no actions, suits, proceedings, investigations, complaints, orders, directives, or notices of defect or noncompliance by or before any court, governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, body, or officer issued, pending, or to the best of the Licensor’s 's knowledge threatened against or affecting the Licensor or in respect of the IP RightsIP; (h) there is no requirement applicable to the Licensor to make any filing with, give any notice to or to obtain any license, permit, certificate, registration, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement, except for the filings, notifications, licenses, permits, certificates, registrations, consents and approvals described in Schedule 2 - Consents, or that relate solely to the identity of the Licensee or the nature of any business carried on by the LicenseeLicensee except for the notifications, consents and approvals described in Schedule 2 - Consents;

Representations and Warranties of the Licensor. 9.1 The Licensor represents and warrants As a material inducement to the Licensee, with the intent that the Licensee will rely thereon in entering into and performing this License Agreement Agreement, the Licensor represents, warrants and in concluding the transactions contemplated hereby, as followscovenants that: (a) The Licensor warrants that to is a corporation duly organized, validly existing and in good standing under the best laws of its knowledge state of incorporation, and has full corporate power and authority to conduct its business as it is now being conducted, to own and use its assets, to enter into, deliver and perform this Agreement and any agreement or instrument executed in connection herewith or delivered pursuant hereto and to consummate the use of the IP Rights as intended through this License Agreement, does not infringe upon the rights of third parties;transactions contemplated hereby. (b) Licensor warrants that to the best of its knowledge the IP Rights is validThe Licensor’s execution, maintained delivery and enforceable towards third parties worldwide and that the IP Rights shall be properly maintained during the term performance of this License Agreement. (c) the execution and delivery of this License Agreement and the completion of the transactions contemplated hereby all agreements and instruments executed in connection herewith or delivered pursuant hereto have been duly and validly authorized by all necessary limited liability company requisite corporate action on by the part of Licensor. This Agreement will be duly executed and delivered by the Licensor, and this License Agreement constitutes a the Licensor’s legal, valid and binding obligation of the Licensor and is enforceable against the Licensor in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;. (dc) neither the execution The execution, delivery and delivery performance of this License Agreement nor the performance of the Licensor’s obligations hereunder willdoes not and will not: (i) violate or constitute default under any ordercontravene, decree, judgment, statute, by-law, rule, regulationconflict with, or restriction applicable to result in a violation of any provision of the LicensorArticles of Incorporation, the IP Rights, Bylaws or any contract, agreement, instrument, covenant, mortgage, or security, to which the Licensor is a party or which are binding upon other governing document of the Licensor, (ii) contravene or conflict with, or result in a breach of, any agreement, contract or arrangement between the Licensor and any other person or which would materially adversely affect the transactions contemplated hereby, (iii) result in the creation of a lien, charge, security interest, right, or claim of another, to the Formulations or the Products, (iv) result in the violation by the Licensor of any law, rule or regulation applicable to the Licensor or the Formulations, or (v) require the approval, consent or authorization of any federal, state, provincial or local governmental authority or any other person. (d) The Licensor owns all right, title and interest in the Formulations. (e) As of the date hereof, there is no pending, or to the knowledge of the Licensor, result in any feesthreatened (whether written, dutiesoral or otherwise) claim, taxes, assessments, penalties action or other amounts becoming due proceeding against the Licensor contesting or payable by questioning the Licensee under any sales tax legislation. (iii) give rise to the creation or imposition of any encumbrance on the IP Rights, (iv) violate or constitute default under any license, permit, approval, consent or authorization held by the Licensor, or (v) violate or trigger any liability on behalf validity of the Licensee pursuant to any legislation governing the licensing of the IP Rights by the Licensor; (e) the Licensor owns and possesses and has good and marketable title to the IP Rights free and clear of all encumbrances of every kind and nature whatsoever; (f) no person other than the Licensee has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Licensor of any of the IP Rights; (g) There are no actions, suits, proceedings, investigations, complaints, orders, directivesFormulations, or notices the right of defect or noncompliance by or before any court, governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, body, or officer issued, pending, or to the best of the Licensor’s knowledge threatened against or affecting the Licensor or in respect of the IP Rights; (h) there is no requirement applicable to the Licensor to make any filing withown, give any notice to or to obtain any licensesell, permit, certificate, registration, authorization, consent or approval of, any governmental or regulatory authority as a condition to license of use the lawful consummation of the transactions contemplated by this AgreementFormulations, or asserting that relate solely to the identity any other person has any claim of the Licensee legal or the nature of any business carried on by the Licensee;beneficial ownership with respect thereto.

Representations and Warranties of the Licensor. 9.1 The Each Licensor represents and warrants to the Licensee, with the intent that the Licensee will rely thereon in entering into this License Agreement and in concluding the transactions contemplated hereby, as follows: (a) Licensor warrants that to the best of its knowledge the use of the IP Rights as intended through this License Agreement, does not infringe upon the rights of third parties; (b) Licensor warrants that to the best of its knowledge the IP Rights is valid, maintained and enforceable towards third parties worldwide worldwide, and that the IP Rights shall be properly maintained during the term of this License Agreement. (c) the execution and delivery of this License Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of the Licensor, and this License Agreement constitutes a valid and binding obligation of the Licensor enforceable against the Licensor in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; (d) except as will be remedied by the consents, approvals, releases, and discharges described in Schedule 2 - Consents attached hereto, neither the execution and delivery of this License Agreement nor the performance of the Licensor’s obligations hereunder will: (i) violate or constitute default under any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to the Licensor, the IP Rights, or any contract, agreement, instrument, covenant, mortgage, or security, to which the Licensor is a party or which are binding upon the Licensor, (ii) to the knowledge of the Licensor, result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable by the Licensee under any sales tax legislation. . (iii) give rise to the creation or imposition of any encumbrance on the IP Rights, (iv) violate or constitute default under any license, permit, approval, consent or authorization held by the Licensor, or (v) violate or trigger any liability on behalf of the Licensee pursuant to any legislation governing the licensing of the IP Rights by the Licensor; (e) the Licensor owns Licensors collectively own and possesses possess and has have good and marketable title to the IP Rights free and clear of all encumbrances of every kind and nature whatsoever; (f) no person other than the Licensee has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Licensor of any of the IP Rights; (g) There are no actions, suits, proceedings, investigations, complaints, orders, directives, or notices of defect or noncompliance by or before any court, governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, body, or officer issued, pending, or to the best of the Licensor’s knowledge threatened against or affecting the Licensor or in respect of the IP Rights;; and (h) there is no requirement applicable to the Licensor to make any filing with, give any notice to or to obtain any license, permit, certificate, registration, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement, except for the filings, notifications, licenses, permits, certificates, registrations, consents and approvals described in Schedule 3 - Consents, or that relate solely to the identity of the Licensee or the nature of any business carried on by the Licensee;Licensee except for the notifications, consents and approvals described in Schedule 3 – Consents.

Representations and Warranties of the Licensor. 9.1 8.1 The Licensor represents and warrants to the Licensee, with the intent that the Licensee will rely thereon in entering into this License Agreement and in concluding the transactions contemplated hereby, as follows: (a) Licensor warrants that to the best of its knowledge the use of the IP Rights as intended through this License Agreement, does not infringe upon the rights of third parties; (b) Licensor warrants that to the best of its knowledge the IP Rights is valid, maintained and enforceable towards third parties worldwide and that the IP Rights shall be properly maintained during the term of this License Agreement.worldwide; (c) the execution and delivery of this License Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of the Licensor, and this License Agreement constitutes a valid and binding obligation of the Licensor enforceable against the Licensor in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; (d) except as will be remedied by the consents, approvals, releases, and discharges described in Schedule 2 - Consents attached hereto, neither the execution and delivery of this License Agreement nor the performance of the Licensor’s obligations hereunder will: (i) violate or constitute default under any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to the Licensor, the IP Rights, or any contract, agreement, instrument, covenant, mortgage, or security, to which the Licensor is a party or which are binding upon the Licensor, (ii) to the knowledge of the Licensor, result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable by the Licensee under any sales tax legislation., (iii) give rise to the creation or imposition of any encumbrance on the IP Rights, (iv) violate or constitute default under any license, permit, approval, consent or authorization held by the Licensor, or (v) violate or trigger any liability on behalf of the Licensee pursuant to any legislation governing the licensing of the IP Rights by the Licensor; (e) the Licensor owns and possesses and has good and marketable title to the IP Rights free and clear of all encumbrances of every kind and nature whatsoever; (f) no person other than the Licensee has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Licensor of any of the IP Rights; (g) There there are no actions, suits, proceedings, investigations, complaints, orders, directives, or notices of defect or noncompliance by or before any court, governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, body, or officer issued, pending, or to the best of the Licensor’s knowledge threatened against or affecting the Licensor or in respect of the IP Rights; (h) there is no requirement applicable to the Licensor to make any filing with, give any notice to or to obtain any license, permit, certificate, registration, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement, except for the filings, notifications, licenses, permits, certificates, registrations, consents and approvals described in Schedule 2 - Consents, or that relate solely to the identity of the Licensee or the nature of any business carried on by the LicenseeLicensee except for the notifications, consents and approvals described in Schedule 2 – Consents;

Representations and Warranties of the Licensor. 9.1 The Licensor hereby represents and warrants to the Licensee, with the intent that the Licensee will rely thereon in entering into this License Agreement and in concluding the transactions contemplated hereby, as follows: i. The Licensor is duly organized and validly existing limited liability company under the laws of the State of Delaware; ii. The execution, delivery and performance of this Agreement and the transactions contemplated hereby (a) Licensor warrants that to are within the best of its knowledge the use authority of the IP Rights as intended through this License AgreementLicensor, does not infringe upon the rights of third parties; (b) Licensor warrants that to the best of its knowledge the IP Rights is validhave been duly authorized by all necessary proceedings, maintained and enforceable towards third parties worldwide and that the IP Rights shall be properly maintained during the term of this License Agreement. (c) do not conflict with or result in any breach or contravention of any provision of any law, statute, rule or regulation to which the Licensor is subject or any judgment, order, writ, injunction, license or permit applicable to the Licensor, and (d) do not conflict with any provision of the charter documents of, or any agreement or other instrument binding upon the Licensor; iii. The execution and delivery of this License Agreement will result in valid and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part legally binding obligations of the Licensor, and this License Agreement constitutes a valid and binding obligation of the Licensor enforceable against the Licensor it in accordance with its terms; the terms and provisions hereof, except as enforcement may be enforceability is limited by bankruptcy, insolvency and insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights of creditors generally and except to the extent that equitable remedies may be granted only in availability of the remedy of specific performance or injunctive relief is subject to the discretion of a the court of competent jurisdictionbefore which any proceeding therefore may be brought; (d) neither the execution and delivery of this License Agreement nor the performance of the Licensor’s obligations hereunder will: (i) violate or constitute default under any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to the Licensor, the IP Rights, or any contract, agreement, instrument, covenant, mortgage, or security, to which the Licensor is a party or which are binding upon the Licensor, (ii) to the knowledge of the Licensor, result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable by the Licensee under any sales tax legislation. (iii) give rise to the creation or imposition of any encumbrance on the IP Rights, (iv) violate or constitute default under any license, permit, approval, consent or authorization held by the Licensor, or (v) violate or trigger any liability on behalf of the Licensee pursuant to any legislation governing the licensing of the IP Rights by the Licensor; (e) the Licensor owns and possesses and has good and marketable title to the IP Rights free and clear of all encumbrances of every kind and nature whatsoever; (f) no person other than the Licensee has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Licensor of any of the IP Rights; (g) . There are no actions, suits, proceedings, investigations, complaints, orders, directives, proceedings or notices investigations of defect any kind pending or noncompliance by or before any court, governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, body, or officer issued, pending, or to the best of the Licensor’s knowledge threatened against or affecting the Licensor or in with respect of the IP Rights; (h) there is no requirement applicable to the Licensor to make any filing with, give any notice to or to obtain any license, permit, certificate, registration, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement before any court, tribunal or administrative agency or board that, if adversely determined, would have a materially adverse affect on the ability of the Licensor to perform its respective obligations under this Agreement or that question the validity of this Agreement, or that relate solely any action taken or to the identity be taken pursuant hereto; and v. The Licensor is not in violation of any provision of its charter documents, or any agreement or instrument to which it may be subject or by which it or any of its properties may be bound or any decree, order, judgment, statute, license, rule or regulation, in any of the Licensee foregoing cases in a manner that could materially and adversely affect the financial condition, properties or business of the nature of any business carried on by the Licensee;Licensor.

Representations and Warranties of the Licensor. 9.1 The Licensor hereby represents and warrants to Licensee that each of the Licenseefollowing representations and warranties are true, with correct and complete as of the intent that the Licensee will rely thereon in entering into date of this License Agreement and in concluding the transactions contemplated hereby, as followsAmendment: (a) The Licensor warrants that has all requisite corporate power and authority to execute and deliver this Amendment and to consummate the best of its knowledge the use of the IP Rights as intended through this License Agreement, does not infringe upon the rights of third parties; (b) Licensor warrants that to the best of its knowledge the IP Rights is valid, maintained and enforceable towards third parties worldwide and that the IP Rights shall be properly maintained during the term of this License Agreement. (c) the transactions contemplated hereby. The execution and delivery by the Licensor of this License Agreement Amendment and the completion consummation by the Licensor of the transactions agreements contemplated hereby have been duly and validly authorized by all necessary limited liability company corporate action on the part of the Licensor. No other corporate proceedings on the part of the Licensor are necessary to authorize this Amendment or to consummate the actions contemplated by this Amendment. This Amendment has been duly executed and delivered by the Licensor and, assuming the due authorization, execution and delivery by Licensee, this License Agreement Amendment constitutes a legal, valid and binding obligation of the Licensor Licensor, enforceable against the Licensor in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;. (db) neither None of the execution and execution, delivery or performance by the Licensor of this License Agreement nor Amendment or the performance consummation by the Licensor of the actions contemplated hereby does or will (a) contravene or conflict with the Licensor’s obligations hereunder will: constituting documents, (b) contravene or conflict with or constitute a violation of any provision of any Applicable Laws binding upon or applicable to the Licensor or to any of its respective properties, rights or assets (c) (i) violate require consent, approval or waiver under, (ii) constitute a default under or breach of (with or without the giving of notice or the passage of time or both), (iii) violate, (iv) give rise to any orderright of termination, decreecancellation, judgment, statute, by-law, rule, regulation, amendment or restriction applicable acceleration of any right or obligation of the Licensor or to the Licensor, the IP Rights, or a loss of any contract, agreement, instrument, covenant, mortgage, or security, material benefit to which the Licensor is a party entitled, in the case of each of clauses (i) – (iv), under any provision of any contract or which are other instrument or obligations binding upon the Licensor, Licensor or any of its respective properties, rights or assets, (iid) to the knowledge of the Licensor, result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable by the Licensee under any sales tax legislation. (iii) give rise to the creation or imposition of any encumbrance lien on the IP Rights, (iv) violate or constitute default under any license, permit, approval, consent or authorization held by the Licensor, or (v) violate or trigger any liability on behalf of the Licensee pursuant to any legislation governing the licensing of the IP Rights by the Licensor; (e) the Licensor owns and possesses and has good and marketable title to the IP Rights free and clear of all encumbrances of every kind and nature whatsoever; (f) no person other than the Licensee has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Licensor of any of the IP Rights; (g) There are no actions, suits, proceedings, investigations, complaints, orders, directives, or notices of defect or noncompliance by or before any court, governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, body, or officer issued, pending, or to the best of the Licensor’s knowledge threatened against properties, rights or affecting the Licensor assets, or in respect (e) require any consent, approval or waiver from any party pursuant to any provision of the IP Rights; (h) there is no requirement applicable to the Licensor to make any filing with, give any notice to or to obtain any license, permit, certificate, registration, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement, or Licensor’s constituting documents that relate solely to the identity of the Licensee or the nature of any business carried on by the Licensee;has not been obtained.

Representations and Warranties of the Licensor. 9.1 The Licensor represents and warrants to the Licensee, with the intent that the Licensee will rely thereon in entering into this License Agreement and in concluding the transactions contemplated hereby, as follows: (a) Licensor warrants that to the best of its knowledge the use of the IP Rights as intended through this License Agreement, does not infringe upon the rights of third parties; (b) Licensor warrants that to the best of its knowledge the IP Rights is valid, maintained and enforceable towards third parties worldwide worldwide, other than France, Iran or Russia, and that the IP Rights shall be properly maintained during the term of this License Agreement. (c) the execution and delivery of this License Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of the Licensor, and this License Agreement constitutes a valid and binding obligation of the Licensor enforceable against the Licensor in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; (d) except as will be remedied by the consents, approvals, releases, and discharges described in Schedule 2 - Consents attached hereto, neither the execution and delivery of this License Agreement nor the performance of the Licensor’s obligations hereunder will: (i) violate or constitute default under any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to the Licensor, the IP Rights, or any contract, agreement, instrument, covenant, mortgage, or security, to which the Licensor is a party or which are binding upon the Licensor, (ii) to the knowledge of the Licensor, result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable by the Licensee under any sales tax legislation. (iii) give rise to the creation or imposition of any encumbrance on the IP Rights, (iv) violate or constitute default under any license, permit, approval, consent or authorization held by the Licensor, or (v) violate or trigger any liability on behalf of the Licensee pursuant to any legislation governing the licensing of the IP Rights by the Licensor; (e) the Licensor owns and possesses and has good and marketable title to the IP Rights free and clear of all encumbrances of every kind and nature whatsoever; (f) no person other than the Licensee has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Licensor of any of the IP Rights; (g) There are no actions, suits, proceedings, investigations, complaints, orders, directives, or notices of defect or noncompliance by or before any court, governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, body, or officer issued, pending, or to the best of the Licensor’s knowledge threatened against or affecting the Licensor or in respect of the IP Rights; (h) there is no requirement applicable to the Licensor to make any filing with, give any notice to or to obtain any license, permit, certificate, registration, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement, except for the filings, notifications, licenses, permits, certificates, registrations, consents and approvals described in Schedule 2 - Consents, or that relate solely to the identity of the Licensee or the nature of any business carried on by the LicenseeLicensee except for the notifications, consents and approvals described in Schedule 2 - Consents;

Representations and Warranties of the Licensor. 9.1 7.1 The Licensor represents and warrants to the Licensee, with the intent that the Licensee will rely thereon in entering into this License Agreement and in concluding the transactions contemplated hereby, as follows: (a) Licensor warrants that to the best of its knowledge the use of the Licensed IP Rights as intended through this License Agreement, does not infringe upon the rights of third parties; (b) Licensor warrants that to the best of its knowledge the Licensed IP Rights is valid, maintained and enforceable towards third parties worldwide worldwide, other than France, Iran or Russia, and that the Licensed IP Rights shall be properly maintained during the term of this License Agreement. (c) the execution and delivery of this License Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of the Licensor, and this License Agreement constitutes a valid and binding obligation of the Licensor enforceable against the Licensor in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; (d) neither the execution and delivery of this License Agreement nor the performance of the Licensor’s obligations hereunder will: (i) violate or constitute default under any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to the Licensor, the IP RightsIP, or any contract, agreement, instrument, covenant, mortgage, or security, to which the Licensor is a party or which are binding upon the Licensor, (ii) to the knowledge of the Licensor, result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable by the Licensee under any sales tax legislation. . (iii) give rise to the creation or imposition of any encumbrance on the IP RightsIP, (iv) violate or constitute default under any license, permit, approval, consent or authorization held by the Licensor, or (v) violate or trigger any liability on behalf of the Licensee pursuant to any legislation governing the licensing of the IP Rights by the Licensor; (e) the Licensor owns and possesses and has good and marketable title to the IP Rights free and clear of all encumbrances of every kind and nature whatsoever; (f) no person other than the Licensee has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Licensor of any of the IP RightsLicensed IP; (g) There are no actions, suits, proceedings, investigations, complaints, orders, directives, or notices of defect or noncompliance by or before any court, governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, body, or officer issued, pending, or to the best of the Licensor’s knowledge threatened against or affecting the Licensor or in respect of the IP Rights;IP; and (h) there is no requirement applicable to the Licensor to make any filing with, give any notice to or to obtain any license, permit, certificate, registration, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement, or that relate solely to the identity of the Licensee or the nature of any business carried on by the Licensee;.