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

Representations and Warranties of the Licensor. The Licensor represent and warrant to Proteonomix that (a) the Licensor have as of the Effective Date, and will have during the Term, sufficient rights and power to grant the licenses to Proteonomix which they purport to grant herein free and clear of any and all liens and any requirements of charges, fees, rights, conditions or restrictions of any kind and, as of the Effective Date; (b) has not and will not grant; license, convey, assign, and/or transfer to any Third Party any rights to Technology (as defined in Exhibit B), inconsistent with the licenses and other rights granted hereunder; (c) is the sole owner, and has the entire right, title and interest in the Technology; (d) there are, as of the Effective Date, and during the Term shall be, no outstanding liens, encumbrances, agreements or understandings of any kind, regarding the Technology to which the Licensor or its Affiliates is a Party or which are binding upon the Licensor its Affiliates which are inconsistent or in conflict with any provision of this Agreement; (e) as of the Effective Date, the Licensor or its Affiliates has received no written claim or accusation that the practice of the Licensed Products or the manufacture, use or sale of Licensed Products infringes or may infringe any Third Party patent; and thus it should not matter but should be in the master agreement as of the Effective Date, the Licensor or its Affiliates has not received a written notification of any interference proceeding, opposition proceeding, cancellation proceeding or other protest proceeding relating to the Licensed Patents being instituted against the Licensor or its Affiliates.

Representations and Warranties of the Licensor. The Licensor represent hereby represents and warrant to Proteonomix warrants that : It has (a) the Licensor have as of the Effective Date, and will have during shall maintain throughout the Term) all power, sufficient legal capacity and authority to enter into, negotiate and fully perform its obligations under this Agreement and grant the licenses contemplated hereunder without the consent of any third party. It exclusively owns, controls and has obtained, as applicable, any and all copyrights and trademarks, titles, authorizations, consents and interests, including, without limitation, from all third party rights and power holders, for each Title, necessary to grant the licenses Licensee the rights granted herein and exclusively owns and controls all rights in the Title and every element thereof under applicable law, including, without limitation, all necessary rights in the scripts, all underlying material, the underlying work (if any) and original music created for each of the Titles and has not previously transferred, assigned, encumbered, disposed of or granted to Proteonomix any third party any form of option to acquire any of such rights or any right which they purport to grant herein free would interfere herewith, including, without limitation, any right of final cut, and clear Licensor has and shall maintain binding agreements with all essential elements and/or key elements of any the Title, as applicable, in accordance with this Agreement. There are no (and all liens and any requirements of Licensor shall not create any) liens, mortgages, charges, feessecurity interests, rights, conditions or restrictions of any kind and, as of the Effective Date; (b) has not and will not grant; license, convey, assign, and/or transfer to any Third Party any rights to Technology (as defined in Exhibit B), inconsistent with the licenses and other rights granted hereunder; (c) is the sole owner, and has the entire right, title and interest in the Technology; (d) there are, as of the Effective Date, and during the Term shall be, no outstanding liensclaims, encumbrances, legal proceedings, agreements or understandings relating to the Title or which would conflict or interfere with, limit or derogate from, or be inconsistent with any of Licensor’s representations, warranties, covenants and/or licenses granted, in this Agreement and, if and to the extent such conflicting arrangements should arise and/or exist, whether as a result of a change in law or regulation or otherwise, Licensor shall expressly retain the ability to terminate any such conflicting arrangements to preserve and protect the rights granted to the Licensee herein. The Titles and associated Source Material, and those elements of any kindLicensee and / or Netflix-created promotional materials derived from the materials delivered by Licensor to the Licensee, regarding and Netflix’s distribution and other exploitation of the Technology Titles, Source Material, Promotional Segments, Licensor Marketing Materials and Licensor Marks in accordance with this Agreement, (a) shall not violate or infringe any rights of any third party, including, without limitation, any third party intellectual property rights, contract rights, rights of attribution or credit, moral rights (or similar rights in any jurisdiction), rights of publicity, and rights of privacy, or defame or constitute unfair competition against such third party and (b) shall not violate any applicable law, rule or regulation. With respect to which all music contained in the Titles and associated Source Material, all such music shall be fully cleared for any and all uses hereunder and all licenses necessary to accomplish the foregoing shall be obtained and/or secured by Licensor (including without limitation full buyouts covering master use, synchronization, reproduction and the public performance rights (as that term is understood in the United States, also known as the “communication to the public” and/or “making available” rights in certain other parts of the Territory) in and to any music compositions and sound recordings contained in each of the Titles and associated Source Material) (collectively “Music Rights”) and no additional clearance of, or payment with respect to, such Music Rights shall be required by the Licensee and / or Netflix hereunder. The Licensor acknowledges and agrees that the Licensor shall provide to the Licensee a list of all music clips used in the title along with the Music clearance certificates of the same. All Titles and associated Source Material shall be fully scored and all rights shall be cleared for use in all media, throughout the world, and Licensor shall obtain all necessary music clearances, rights and licenses in connection with the exploitation of the rights granted to the Licensee hereunder (including promotional rights), and Licensor has satisfied and shall satisfy during the Term all third party obligations of any kind with respect to the Titles, Source Material, Promotional Segments, Licensor Marketing Materials and Licensor Marks, or any element thereof, and their distribution and exploitation in accordance with this Agreement, including without limitation all guild residuals, third party licenses, royalties, participations, remuneration or other payments, and the Licensee, Netflix and its Affiliates is a Party shall have no obligation for any such past, current or future charges or similar payments; Licensor shall provide ratings information in accordance with Section 9.5, and any such ratings information delivered by Licensor to Licensee and / or Netflix shall be true and accurate Licensor has obtained, to the fullest extent possible, all necessary waivers of moral rights or similar rights in any jurisdiction or, where such waivers are not permitted at law, has taken all necessary actions in acknowledgement of such rights Licensor shall comply with all applicable laws, rules, or regulations which are binding relate to anti-bribery, anti-corruption and/or money laundering The Title will be produced and delivered in compliance with the record keeping, certification and other requirements, as applicable, of Title 18 U.S.C. Sections 2257 and 2257A, each as amended, and all related statutory regulations and provisions regarding depiction of actual sexually explicit conduct and/or lascivious exhibition or simulated sexually explicit conduct, and the deliverables required to be delivered to the Licensee and / or Netflix pursuant to such provisions of law (and any other materials reasonably requested by the Licensee and / or Netflix , in the form and substance requested by the Licensee) shall include records that evidence such full and complete compliance. Licensor shall deliver the Licensed Work to the Licensee in accordance with the specifications set forth by Netflix to deliver the raw files of the Licensed Works in the recommended format (as provided under Schedule B) before repurposing for the Netflix Service. The Licensor acknowledges that the Licensee has the right to not accept any Licensed Work which does not meet the specifications outlined in Schedule B. The Licensor acknowledges and agrees that in the event the Licensee shall pay the installment so due to the Licensor only upon the Licensor its Affiliates which are inconsistent or in conflict with any provision of this Agreement; (e) as receipt of the Effective Datesame from Netflix. The Licensor further acknowledges and agrees that the Licensor shall not hold, at any point, the Licensee liable if Netflix defaults is making the necessary payments. The Licensor acknowledges and agrees that in the event any legal issue of any nature arises due to, including but not limited to, the breach of the obligations and/or representations and warranties by the Licensor and/or due to the content showcased in the Licensed title and/or notices received for lack of music clearances, the Licensor or its Affiliates has received no written claim or accusation that the practice shall reimburse all of the Licensed Products or legal fees borne by the manufacture, use or sale of Licensed Products infringes or may infringe any Third Party patent; Licensee towards assisting the Licensor in defending such claim. The Licensor further acknowledges and thus it should not matter but should agrees that such legal fees shall be in recouped from the master agreement as Licensor's share of the Effective DateLicense Fee. However, if any legal issue of any nature arises any time between the agreement being signed by the Licensor or its Affiliates has not received a written notification and before the Start Date of the title the Licensor shall be obligated to pay the legal fees borne by the Licensee within 15 calendar days of an invoice being raised for the same. Similarly, if the legal issue of any interference proceeding, opposition proceeding, cancellation proceeding or other protest proceeding relating nature arises at any time after the entire Licensor's share of the License Fee has been paid to the Licensed Patents being instituted against Licensor and till the expiry of the Term of the Agreement the Licensor or its Affiliatesshall be obligated to pay the legal fees borne by the Licensor within 15 calendar days of an invoice being raised for the same.

Representations and Warranties of the Licensor. The Licensor represent represents and warrant warrants to Proteonomix the Licensee that: (a) The Licensor is the Licensor have as true owner of the Effective DateIntellectual Property and that it has good and valid le2al and beneficial title to all of the Intellectual Property, and will have during the Term, sufficient rights and power to grant the licenses to Proteonomix which they purport to grant herein free and clear of any and all liens and any requirements of charges, fees, rights, conditions encumbrances or restrictions claims of any kind and, as of the Effective Datenature; (b) The technology encompassed in the Intellectual Property has not and will not grant; licensebeen disclosed, conveyoffered for sale, assignsold, and/or transfer conveyed, transferred or otherwise encumbered to or by any Third Party any rights to Technology (as defined in Exhibit B), inconsistent with third party except the licenses and other rights granted hereunderLicensee; (c) is The Intellectual Property has not been the sole ownersubject of any patent, and has the entire right, title and interest trade ▇▇▇▇ or copyright application or registrations in the Technology;Licensed Territory: (d) there areThe Licensor has no knowledge or information of any facts which would affect the application, as registration, validity, enforceability or scope of any of the Effective Date, and during the Term shall be, no outstanding liens, encumbrances, agreements or understandings of any kind, regarding the Technology to which the Licensor or its Affiliates is a Party or which are binding upon the Licensor its Affiliates which are inconsistent or in conflict with any provision of this AgreementIntellectual Property; (e) as The Licensor has not entered into any other agreements or contracts authorizing the use of the Effective DateIntellectual Property; (f) To the best of the Licensor's knowledge, the Licensor or its Affiliates has received no written claim or accusation that the practice use of the Licensed Products Intellectual Property and the license to the Software will not constitute infringement of any other party's intellectual property rights; (g) No claims have been asserted by any third party with respect to, or challenging or questioning the manufactureownership, validity, enforceability or use or sale of Licensed Products infringes or may infringe any Third Party patent; and thus it should not matter but should be in the master agreement as of the Effective Date, Intellectual Property and the Licensor or its Affiliates has not received a written notification no knowledge of any interference proceedingvalid basis for any such claim; (h) The Intellectual Property does not incorporate the intellectual property rights of any other person or entity, opposition proceedingwhich the Licensor has acquired by license or otherwise; (i) The Licensor has nof received any notice, cancellation proceeding complaiM threat or other protest proceeding relating claim alleging infringement of any of the Intellectual Property of the Licensor and to the Licensed Patents being instituted against knowledge of the Licensor or its Affiliates.no third party is infringing the rights of the Licensor with respect to the Intellectual Property; and

Representations and Warranties of the Licensor. The Licensor represent represents and warrant warrants to Proteonomix the Licensee that: (a) the Licensor have as of owns the Effective Date, and will have during the Term, sufficient rights and power to grant the licenses to Proteonomix which they purport to grant herein Process free and clear of any liens, charges or encumbrances and have the power and right to grant all liens and any requirements of charges, fees, rights, conditions or restrictions of any kind and, as of the Effective Date; (b) has not and will not grant; license, convey, assign, and/or transfer to any Third Party any rights to Technology (as defined in Exhibit B), inconsistent with the licenses and other rights granted hereunder; (c) is to the sole owner, and has Licensee under the entire right, title and interest in the Technology; (d) there are, as of the Effective Date, and during the Term shall be, no outstanding liens, encumbrances, agreements or understandings of any kind, regarding the Technology to which the Licensor or its Affiliates is a Party or which are binding upon the Licensor its Affiliates which are inconsistent or in conflict with any provision terms of this Agreement; (b) the execution and delivery of this Agreement and the exercise of the rights granted herein will not result in a breach of any term or provision of or constitute a default under or conflict with any agreement, judgment, decree, court order or other instrument to which the Licensor is a party or by which he is bound. (c) The Licensor recognizes that the purchase of Shares involves a high degree of risk in that the Licensee is in the development stage of its business; (d) An investment in the Licensee is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Licensee and the Shares; (e) The Licensor understands that the Shares he is acquiring are characterized as of "restricted securities" under the Effective Datefederal securities laws inasmuch as they are being acquired from the Licensee in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, the Licensor represents that he is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act; (f) The Licensor is an investor in securities of companies in the development stage and acknowledges that he is able to fend for himself, can bear the economic risk of the Licensor's investment, and has such knowledge and experience in financial or its Affiliates business matters such that he is capable of evaluating the merits and risks of the investment in the Shares; (g) The Licensor believes he has received no written claim all the information he considers necessary or accusation appropriate for deciding whether to purchase the Shares. The Licensor further represents that he is a close, personal friend, relative or business associate, of a director or executive officer of the Licensee and as such has had an opportunity to ask questions and receive answers from the Licensee regarding the terms and conditions of the Agreement and the business, properties, prospects and financial condition of the Licensee. The Licensor has had full opportunity to discuss this information with the Licensor’s legal and financial advisers prior to execution of this Agreement; (h) The Licensor hereby acknowledges that this offering of Shares has not been reviewed by the United States Securities and Exchange Commission (the "SEC") and that the practice Shares are being issued by the Licensee pursuant to an exemption from registration provided by Section 4(2) of the Licensed Products United States Securities Act of 1933; (i) The Shares will be acquired by the Licensor for investment for the Licensor's own account, not as a nominee or agent, and not with a view to the manufactureresale or distribution of any part thereof, use and that the Licensor has no present intention of selling, granting any participation in, or sale of Licensed Products infringes otherwise distributing the same. The Licensor does not have any contract, undertaking, agreement or may infringe arrangement with any Third Party patent; and thus it should not matter but should be in the master agreement as person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Effective Date, the Shares; (j) The Licensor or its Affiliates has is not received a written notification aware of any interference proceedingadvertisement of the Shares; and (k) The Licensor has full power and authority to enter into this Agreement and this Agreement constitutes a valid and legally binding obligation of the Licensor, opposition proceedingenforceable in accordance with its terms except (i) as limited by applicable bankruptcy, cancellation proceeding or insolvency, reorganization, moratorium, and other protest proceeding laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the Licensed Patents being instituted against the Licensor availability of specific performance, injunctive relief, or its Affiliatesother equitable remedies.

Representations and Warranties of the Licensor. The As a material inducement to the Licensee entering into and performing this Agreement, the Licensor represent represents, warrants and warrant to Proteonomix covenants that: (a) The Licensor is a corporation duly organized, validly existing and in good standing under the Licensor have as laws of the Effective Dateits state of incorporation, and will have during the Termhas full corporate power and authority to conduct its business as it is now being conducted, sufficient rights to own and power use its assets, to grant the licenses to Proteonomix which they purport to grant herein free enter into, deliver and clear of any and all liens perform this Agreement and any requirements of charges, fees, rights, conditions agreement or restrictions of any kind and, as of instrument executed in connection herewith or delivered pursuant hereto and to consummate the Effective Date;transactions contemplated hereby. (b) has not The Licensor’s execution, delivery and performance of this Agreement and all agreements and instruments executed in connection herewith or delivered pursuant hereto have been duly authorized by all requisite corporate action by the Licensor. This Agreement will not grant; licensebe duly executed and delivered by the Licensor, conveyand this Agreement constitutes the Licensor’s legal, assign, and/or transfer to any Third Party any rights to Technology (as defined valid and binding obligation and is enforceable against the Licensor in Exhibit B), inconsistent accordance with the licenses and other rights granted hereunder;its terms. (c) is The execution, delivery and performance of this Agreement does not and will not: (i) contravene, conflict with, or result in a violation of any provision of the sole ownerArticles of Incorporation, Bylaws or 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 has any other person or which would materially adversely affect the entire 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 all the Technology; (d) there are, as of the Effective Date, products and during the Term shall be, no outstanding liens, encumbrances, agreements or understandings of any kind, regarding the Technology to which the Licensor or its Affiliates is a Party or which are binding upon the Licensor its Affiliates which are inconsistent or in conflict with any provision of this Agreement;Formulations. (e) as As of the Effective Datedate hereof, there is no pending, or to the Licensor or its Affiliates has received no written claim or accusation that the practice knowledge of the Licensed Products Licensor, threatened (whether written, oral or the manufactureotherwise) claim, use action or sale of Licensed Products infringes or may infringe any Third Party patent; and thus it should not matter but should be in the master agreement as of the Effective Date, the Licensor or its Affiliates has not received a written notification of any interference proceeding, opposition proceeding, cancellation proceeding or other protest proceeding relating to the Licensed Patents being instituted against the Licensor contesting or its Affiliatesquestioning the validity of the Formulations, or the right of the Licensor to own, sell, license of use the Formulations, or asserting that any other person has any claim of legal or beneficial ownership with respect thereto. (f) The Licensor will make no representations, conditions or warranties, either express or implied, regarding the Formulations or Products.

Representations and Warranties of the Licensor. 6.2.1 The Licensor represent hereby represents and warrant warrants to Proteonomix thatthe Licensee that on the date of this Agreement and as on the Effective Date: (a) It is duly organized and validly existing under the Licensor have as laws of the Effective Date, Germany and will have during the Term, sufficient rights and power to grant the licenses to Proteonomix which they purport to grant herein free and clear of any and all liens and any requirements of charges, fees, rights, conditions or restrictions of any kind and, as of the Effective Date;has been in continuous existence since incorporation. (b) It has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby, and in particular has the right to grant the Licenses granted by it hereunder. (c) It has taken all necessary corporate and other action under Law and its constitution documents to authorize the execution, delivery and performance of this Agreement. (d) The obligations of the Licensor under this Agreement will be legally valid, binding and enforceable obligations against the Licensor in accordance with the terms hereof. (e) The Licensor has not entered any commitments for the Licensed Know-How with any third party on terms that conflict with or would prevent Licensor from entering this Agreement. (f) The Licensor has not received any written communication or challenge by third parties to the legality, validity, enforceability, use or ownership of the whole or any part of the Licensed Know-How, or any other Intellectual Property Licensed in accordance with terms of this Agreement, except as already set-out in Part B of Annex 11. (g) The execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of its constating documents of or any Law or any covenant, agreement, understanding, decree or order to which it is party or by which it or any of its properties or assets is bound or affected. (h) There are no actions, suits, proceedings, or investigations pending or, to the best of the Licensor's knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Licensor under this Agreement or which individually or in the aggregate may result in any material adverse effect on its business, properties or assets or its condition, financial or otherwise, or in any impairment of its ability it obligations and duties under this Agreement. (i) It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Governmental Authority which may result in any material adverse effect or impairment of the Licensor's ability to perform its obligations and duties under this Agreement. (j) It has complied with all applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have material adverse effect on its financial condition or its ability to perform its obligations and duties under this Agreement. (k) The Licensor has received no notice and is not aware of any Licensed Know-How produced by the Licensor, or any other Intellectual Property Licensed in accordance with the terms of this Agreement containing or incorporating any Intellectual Property owned by an entity other than the Licensor; nor is Licensor aware that any such Intellectual Property owned by an entity other than the Licensor has been utilized in the design of the Licensed Products, the creation of the Licensed Know-How or any other Intellectual Property Licensed in accordance with this Agreement, and where any such Intellectual Property has been relied upon, the Licensor is duly authorized to utilize and incorporate such Intellectual Property into the License Products, the Licensed Know-How and any other Licensed Intellectual Property, and grant a right and license to such third party Intellectual Properties to the Licensee. (l) No representation or warranty by the Licensor contained herein or in any other document furnished by it to the Licensee, or to any governmental authority in relation to any applicable permits contains any or will contain untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading. (m) The Licensor acknowledges that its Affiliate W2E Wind to Energy GmbH has granted to Fuhrländer AG (or an Affiliate of Fuhrländer AG) certain licenses and rights to 2.5 MW wind turbine technology forming the basis of the FL2500 series (the "Fuhrländer Technology"), the terms of which it is familiar with. The Licensor hereby represents and warrants to the Licensee that the License and the Licensed Know-How (i) does not and will not grant; license, convey, assign, and/or transfer to any Third Party any rights to Technology (as defined in Exhibit B), inconsistent with violate the terms and conditions of the licenses granted by W2E Wind to Energy GmbH with respect to the Fuhrländer AG Technology and other rights granted hereunder; (cii) are for wind turbine equipment that is the sole ownersubstantially different from, and has the entire right, title and interest in the Technology; (d) there are, as of the Effective Date, and during the Term shall be, no outstanding liens, encumbrances, agreements or understandings of any kind, regarding the Technology to which the Licensor or its Affiliates is a Party or which are binding upon the Licensor its Affiliates which are inconsistent or in conflict with any provision of this Agreement; (e) as of the Effective Datetechnologically non-competitive with, the Licensor or its Affiliates has received no written claim or accusation that the practice of the Licensed Products or the manufacture, use or sale of Licensed Products infringes or may infringe any Third Party patent; and thus it should not matter but should be in the master agreement as of the Effective Date, the Licensor or its Affiliates has not received a written notification of any interference proceeding, opposition proceeding, cancellation proceeding or other protest proceeding relating to the Licensed Patents being instituted against the Licensor or its AffiliatesFuhrländer AG Technology.