Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor hereby represents, warrants, and covenants to Microsoft that: 8.1 Licensor has the full right and power to enter into and perform according to the terms of this Agreement, and that it has, and will have during the entire Term of this Agreement and for the period of time described in Section 15.1, the right to grant to Microsoft each of the rights herein granted. Without limiting the foregoing, Licensor warrants that (i) use of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided under this Agreement does not directly, indirectly or contributorily violate any patent, copyright, trade secret, or other proprietary right of any third party, (ii) no other third party permissions or licenses are required for Microsoft to exercise any of the rights licensed to Microsoft hereunder with respect to the Materials and Process; and (iii) the Process shall properly function as specified in Exhibit A in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty shall not apply to the extent a nonconformity is the result of: (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided by Licensor and approved by Microsoft as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materials. 8.2 Personnel of Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Plan. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the use of the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output of the Process. 8.5 No copies of any Licensed Product Code shall be retained by Licensor.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. (a) Licensor hereby representsis a corporation duly incorporated and validly existing as a corporation and in good standing under the laws of the State of Delaware, warrantswith the corporate power to own, lease and covenants operate its properties and to Microsoft that:carry on its business as now conducted. 8.1 (b) Licensor has the full right all necessary corporate power and power authority to enter into this Agreement and perform according to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by Licensor does not conflict with or contravene its certificate of incorporation or by-laws, nor will the execution, delivery or performance of this Agreement conflict with or result in a breach of, or entitle any party thereto to terminate, any material agreement or instrument to which Licensor is a party, or by which any of its assets or properties is bound. No Third Party has any right, title or interest in or to any Technology in the Fields of Use. (d) This Agreement has been duly authorized, executed and delivered by Licensor and constitutes a legal, valid and binding agreement of Licensor, enforceable against Licensor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally. (e) Licensor owns or has rights to use and exploit under licenses (and to license or sublicense) all of its rights under the Technology. There have been no material claims made against Licensor asserting the invalidity or unenforceability of, or with respect to the terms Patent Rights, the misuse of, the Patent Rights or Licensed Know-How, nor is Licensor aware that any such claims exist. Licensor has not received a notice of conflict of the Technology with the asserted rights of others, or otherwise challenging its rights to use any of the Technology. None of the rights of Licensor under the Patent Rights or Licensed Know-How will be adversely affected by the execution, delivery or performance of this Agreement, and that it has, and will have during or the entire Term of this Agreement and for the period of time described in Section 15.1, the right to grant to Microsoft each consummation of the rights herein granted. Without limiting the foregoing, Licensor warrants that (i) use of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided under this Agreement does not directly, indirectly or contributorily violate any patent, copyright, trade secret, or other proprietary right of any third party, (ii) no other third party permissions or licenses are required for Microsoft to exercise any of the rights licensed to Microsoft hereunder with respect to the Materials and Process; and (iii) the Process shall properly function as specified in Exhibit A in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty shall not apply to the extent a nonconformity is the result of: (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided by Licensor and approved by Microsoft as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materialstransactions contemplated herein. 8.2 Personnel of (f) Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and has not filed for such periods as Microsoft may reasonably request in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Plan. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with. 8.4 The export from protection under the United States Bankruptcy Code, as amended (the "Code"), nor does it have any intention of Licensed Products doing so. No Third Party has filed or commenced, nor to countries other than Iranthe knowledge of Licensor has any Third Party threatened to file or commence, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and a proceeding under the use of the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output of the Process. 8.5 No copies of any Licensed Product Code shall be retained by against Licensor.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor hereby represents, warrants, warrants and covenants to Microsoft thatLicensee as follows: 8.1 a. Licensor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is qualified to do business in all jurisdictions to which this License applies, and has all requisite power and authority to own, lease and operate its property and to carry on its business as now being conducted. b. Licensor has the full right power and power authority to enter into into, execute and deliver this Agreement and perform according its obligations hereunder. This Agreement has been duly authorized by all necessary corporate action of Licensor. This Agreement has been duly executed and delivered by Licensor and, assuming this Agreement is duly executed and delivered by Licensee, constitutes a valid and legally binding obligation of Licensor enforceable against Licensor in accordance with its terms, subject to the terms effect of this Agreementbankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and that it hasother similar laws relating to or affecting creditors’ rights generally, or the availability of equitable remedies. c. The execution and will have during the entire Term delivery by Licensor of this Agreement do not, and for compliance by Licensor with the period provisions of time described in Section 15.1, the right to grant to Microsoft each of the rights herein granted. Without limiting the foregoing, Licensor warrants that (i) use of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided under this Agreement does not directlywill not, indirectly conflict with or contributorily violate any patent, copyright, trade secret, result in a breach or other proprietary right of any third party, (ii) no other third party permissions or licenses are required for Microsoft to exercise default under any of the rights licensed terms, conditions or provisions of any contract, agreement, arrangement or order of court to Microsoft hereunder with respect which Licensor is a party or otherwise bound or violate any provision of law to the Materials which Licensor is subject. d. Licensor has obtained all authorizations, registrations, approvals and Process; and (iii) the Process shall properly function as specified in Exhibit A permits required by any governmental body or under any governmental legislation in connection with the Copy Protected Discs containing Licensed ProductsLicensor's entry into, and performance of, this Agreement. e. The Ioteq Master License Agreement is valid and in full force and effect and there are no defaults by any party thereunder. The foregoing warranty shall not apply to copy thereof which is attached hereto is a true, complete and accurate copy of the extent a nonconformity original. The Ioteq Master License Agreement is the result of: (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided by Licensor only agreement and approved by Microsoft as set forth arrangement in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materials. 8.2 Personnel of Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Plan. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and place governing the use of the Materials Intellectual Property in the Territory and there are no parties except as disclosed in those agreements that have any rights to manufacture Licensed Products will not cause export from the United States Intellectual Property or the use or benefits thereof in the Territory. f. The Patent Rights are properly filed with the US Patent Office and are valid and enforceable. Licensor has the exclusive good, valid and marketable title to the Intellectual Property sufficient to convey and grant the License hereunder and to convey the rights and benefits of such Licensed Products the Intellectual Property to countries other than IranLicensee on the terms contained herein without the need for further consent or approval of any party. g. There are no actual, Iraqoutstanding or threatened claims against, Libyaclaims of infringement with respect to, Serbiaor challenges to, Sudan, North Koreathe Patent Rights or the right of Licensor to use or to license the Intellectual Property to Licensee by any third parties, and Cuba to be subject the best knowledge of Licensor there are no facts or circumstances existing as of the Effective Date that would give rise to any such export license requirements claim or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions challenge in which it imports and exports the Materials or output future. h. The exercise by Licensee of the Processrights granted hereunder will not infringe upon any intellectual property rights of any person, including, without limitation, patent rights, trademarks or service marks, nor give rise to the obligation of Licensee to pay any sums to any third party. 8.5 No copies i. There is no pending or, to the best knowledge of Licensor, threatened action (or basis for any Licensed Product Code action) to which Licensor is a party or involving any of the Intellectual Property or which could materially affect Licensor's ability to execute and deliver this Agreement, to perform its obligations contemplated hereby, or which would have a material affect upon Licensee's ability to enjoy and retain the benefits of this Agreement during the Term. j. Licensor shall be retained immediately notify Licensee in writing as to any circumstance that could result in the impairment, invalidation or termination of the Patent Rights or the ability of Licensee to utilize the Intellectual Property as contemplated in this Agreement, including, without limitation, any claims that the Intellectual Property or any use thereof infringes upon the intellectual property rights of others. Licensor shall not voluntary undertake, consent to, or permit any actions or course of conduct by Licensorany party that would result in the impairment, invalidation or termination of the Intellectual Property rights licensed to Licensee hereunder. k. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, CONSULTANTS AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF THE CLAIMS OF ANY PATENTS ON THE TECHNOLOGY ISSUED OR PENDING, OR FREEDOM OF A PRODUCT THAT EMBODIES TECHNOLOGY FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL LICENSOR, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. LICENSOR REPRESENTS AND WARRANTS IN RESPECT TO THE PATENT RIGHTS THAT IT HAS LEGAL RIGHT TO EXTEND THE RIGHTS TO LICENSEE, AND THAT IT HAS NOT MADE AND WILL NOT MAKE ANY COMMITMENTS TO OTHERS INCONSISTENT WITH OR IN DEROGATION OF SUCH RIGHTS.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor hereby represents, warrants, warrants and covenants to Microsoft Licensee, as of the Effective Date, that: 8.1 8.2.1 The Board has granted Licensor has the full right all requisite right, power and power authority to enter into this Agreement and to perform according Licensor's obligations hereunder and Licensor is fully and lawfully empowered to grant the terms rights and licenses granted to Licensee herein. 8.2.2 This Agreement has been duly executed and delivered by Licensor, and is a legal, valid and binding obligation enforceable against Licensor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws relating to or affecting creditors' rights generally and equitable principles. 8.2.3 The execution, delivery and performance of this Agreement, and the rights and licenses granted to Licensee hereunder, do not conflict with, violate or breach any agreement to which Licensor is a party, and there are no agreements, assignments or encumbrances in existence to which Licensor is a party that it hasare inconsistent with the provisions of this Agreement. Licensor has not granted, and will have during the entire Term of this Agreement and for the period of time described not grant, any license or other right in Section 15.1, the right to grant to Microsoft each any of the rights herein granted. Without limiting the foregoingLicensed Compounds, Licensor warrants Licensed Patent Rights, Research Inventions, or Licensed Know-How that (i) use conflicts with any of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers licenses or Media Replicators as provided rights granted to Licensee under this Agreement does Agreement. 8.2.4 Exhibit A sets forth a true and complete list of all patents and patent applications filed on or before the Effective Date in the Territory that are Licensed Patent Rights, and all such patents and patent applications are owned and Controlled by Licensor. 8.2.5 To the best of the Licensor' s knowledge, Information, and belief, no patents within the Licensed Patent Rights are being infringed by a third party. 8.2.6 The Licensor has not directly, indirectly or contributorily violate recei、red any patent, copyright, trade secret, or other proprietary right of written notice from any third party, including any Governmental Body, claiming any ownership interest in the Licensed patent Rights or the Licensed Compounds (iiwhether by inventorship, assignment or otherwise). (a) no other No lawsuit has been filed against Licensor, nor has any third party permissions or licenses are required for Microsoft threatened writing to exercise any of the rights licensed to Microsoft hereunder file a lawsuit against Licensor, with respect to the Materials and ProcessLicensed Compounds, Licensed Products or Licensed Patent Rights; and (iiib) no patent or patent application within the Licensed Patent Rights is or has been involved in any reissue, reexamination, interference, opposition or equivalent or similar proceeding to which Licensor is a party and (c) the Process shall properly function as specified in Exhibit A in connection with Licensed Patent Rights are not subject to any judgments or settlements against or owed by Licensor. 8.2.8 The execution and delivery by Licensor of this Agreement, and the Copy Protected Discs containing Licensed Products. The foregoing warranty shall performance by Licensor Of the obligations under this Agreement, require no governmental or regulatory approvals to be obtained on the part Of Licensor, or, if required, Licensor has obtained or will obtain such approvals. 8.2.9 Licensor has not apply knowingly failed to the extent a nonconformity is the result of: disclose to Licensee any material adverse facts regarding (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft communications to use updated or modified Materials provided by Licensor and approved by Microsoft as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materials. 8.2 Personnel of Licensor shall be available to consult from any pertinent Regulatory Authority with respect to the Materials and Process Licensed Compounds or Licensed Products; and/or (b) any adverse events or product recalls or withdrawals with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with respect to the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services PlanLicensed Compounds or Licensed Products. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the use of the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output of the Process. 8.5 No copies of any Licensed Product Code shall be retained by Licensor.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor hereby represents(a) LICENSOR is a corporation duly incorporated and validly existing as a corporation in good standing under the laws of France with the corporate power to own, warrants, lease and covenants operate its properties and to Microsoft that:carry on its business as now conducted. 8.1 Licensor (b) LICENSOR has the full right all necessary corporate power and power authority to enter into this Agreement and perform according to consummate the terms transactions contemplated hereby. [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (c) The execution, delivery and performance of this Agreement by LICENSOR does not conflict with or contravene its certificate of incorporation or by-laws, nor will the execution, delivery or performance of this Agreement conflict with or result in a breach of, or entitle any party thereto to terminate, any agreement or instrument to which LICENSOR is a party, or by which any of its assets or properties is bound. (d) This Agreement has been duly authorized, executed and delivered by LICENSOR and constitutes a legal, valid and binding agreement of LICENSOR, enforceable against LICENSOR in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally. (e) All LICENSED PATENTS listed on Schedule A as amended from time to time have been registered in, filed in or issued by the appropriate patent offices of each jurisdiction as indicated on such Schedule A, and in each case is currently in effect and all maintenance fees and renewals thereof have been duly made with respect thereto. LICENSOR owns or has full and exclusive rights to use and exploit under licenses (and to license or sublicense) all its rights under such LICENSED PATENTS and the LICENSED KNOW-HOW. There have been no material claims made against LICENSOR asserting the invalidity or non-enforceability of, or with respect to such LICENSED PATENTS, the misuse of such LICENSED PATENTS or the LICENSED KNOW-HOW, nor is LICENSOR aware that any such claims exist. LICENSOR has not received a notice of conflict of such LICENSED PATENTS or the LICENSED KNOW-HOW with the asserted rights of others, or otherwise challenging its rights to use any of such LICENSED PATENTS, or the LICENSED KNOW-HOW. None of the rights of LICENSOR under the LICENSED PATENTS or LICENSED KNOW-HOW shall be adversely affected by the execution, delivery or performance of this Agreement, and that it has, and will have during or the entire Term of this Agreement and for the period of time described in Section 15.1, the right to grant to Microsoft each consummation of the rights herein grantedtransaction contemplated herein. Without limiting the foregoingEXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION, Licensor warrants that (i) use of the Materials and Upgrade(s) by MicrosoftNEITHER PARTY MAKES ANY REPRESENTATION OR EXTENDS ANY WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, Microsoft OEMSINCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, Republishers or Media Replicators as provided under this Agreement does not directlyFITNESS FOR A PARTICULAR PURPOSE, indirectly or contributorily violate any patent, copyright, trade secret, or other proprietary right of any third party, (ii) no other third party permissions or licenses are required for Microsoft to exercise any of the rights licensed to Microsoft hereunder with respect to the Materials and Process; and (iii) the Process shall properly function as specified in Exhibit A in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty shall not apply to the extent a nonconformity is the result of: (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided by Licensor and approved by Microsoft as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of MaterialsOR VALIDITY OF ANY PATENT RIGHTS PENDING. 8.2 Personnel of Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Plan. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the use of the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output of the Process. 8.5 No copies of any Licensed Product Code shall be retained by Licensor.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Each Licensor hereby other than JV represents, warrants, and covenants to Microsoft as of the Effective Date, and JV represents, warrants, and covenants as of the Establishment Date, that, throughout the Term: 8.1 Licensor 13.1.1 it has the full right all requisite legal right, power, and power authority to enter into execute, deliver, and perform according this Agreement; 13.1.2 it is the legal and beneficial owner of the entire right, title, and interest in and to the terms of Intellectual Property it licenses under this Agreement, and that is the record owner of all applications and issued registrations for any patents, trademarks, and copyrights included in the licensed Intellectual Property, or otherwise has the right to grant the licenses granted under this Agreement in such Intellectual Property; 13.1.3 except as otherwise provided herein, it has, and will have during the entire Term of this Agreement and for the period of time described in Section 15.1retain, the right unconditional and irrevocable right, power, and authority to grant to Microsoft each the licenses hereunder; 13.1.4 neither its grant of the rights herein granted. Without limiting the foregoinglicense, Licensor warrants that (i) use nor its performance of the Materials and Upgrade(s) by Microsoftany of its obligations, Microsoft OEMS, Republishers or Media Replicators as provided under this Agreement does or to its knowledge will: conflict with or violate any applicable law, require the consent, approval, or authorization of any governmental or regulatory authority or other Third Party, or except as otherwise specified in writing by Licensor, require the provision of any payment or other consideration to any Third Party; 13.1.5 it has not directlygranted and will not grant any exclusive licenses or other exclusive right, indirectly title, or contributorily interest under or relating to the licensed Intellectual Property, and is not or will not be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any of Licensor’s representations, warranties, or obligations, or Licensee’s rights or licenses hereunder; 13.1.6 there is no settled, pending or to its knowledge threatened litigation or reissue application, re-examination, post-grant, inter partes, or covered business method patent review, interference, derivation, opposition, claim of invalidity, or other claim or proceeding (including in the form of any offer to obtain a license) challenging Licensor's ownership of, or right to practice or license, any licensed Intellectual Property, or alleging any adverse right, title, or interest with respect thereto; or alleging that the practice of any licensed Intellectual Property would infringe, misappropriate, or ​ ​ otherwise violate any patent, copyright, trade secret, or other proprietary intellectual property right of any third partyThird Party; 13.1.7 it has not received any written, (ii) no other third party permissions or licenses are required for Microsoft to exercise any of the rights licensed to Microsoft hereunder with respect to the Materials and Process; and (iii) the Process shall properly function as specified in Exhibit A in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty shall not apply to the extent a nonconformity is the result of: (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided by Licensor and approved by Microsoft as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materials. 8.2 Personnel of Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Plan. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, cityoral, or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the use of the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output of the Process. 8.5 No copies notice of any Licensed Product Code shall be retained by Licensorlitigation, claim, or proceeding described in Section 13.1.6; and 13.1.8 it has not brought or threatened any claim against any Third Party alleging infringement of any licensed Intellectual Property, nor, to its knowledge, is any Third Party infringing any licensed Intellectual Property.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor hereby represents, warrants, warrants and covenants to Microsoft that: 8.1 Licensor has Licensee that (a) the full right execution, delivery and power to enter into and perform according to the terms of this Agreement, and that it has, and will have during the entire Term performance of this Agreement have been, and for each Equipment Schedule hereafter executed by Licensor will be, duly authorized by all necessary corporate action on the period part of time described Licensor; (b) the individual(s) executing this Agreement on behalf of Licensor have the requisite authority to do so, and the individual(s) executing any Equipment Schedule will have the requisite authority to do so; (c) this Agreement does, and each Equipment Schedule will, constitute the legal, valid and binding agreement of Licensor enforceable in Section 15.1, accordance with its terms; (d) Licensor is in good standing in the right jurisdiction of its organization and in each jurisdiction where the ownership or operation of its property and assets or the conduct of its business requires such qualification; (e) Licensor shall comply with any and all applicable laws and regulations relating to grant to Microsoft each of the rights herein granted. Without limiting the foregoing, Licensor warrants that (i) use of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided Licensor's performance under this Agreement does not directlyand each Equipment Schedule; (f) there are no actions, indirectly suits or contributorily violate proceedings pending, or to the knowledge of Licensor, threatened, before any court or administrative agency, arbitrator or governmental body which would materially adversely affect its ability to perform under this Agreement; (g) to Licensor's knowledge after due inquiry, no part or component of the Equipment or Licensee's use thereof, including without limitation, the Software, infringes or violates any patent, copyright, trade secret, mask work right, trademark license or other proprietary intellectual property right of any third party; (h) Licensor has the right to grant the rights and licenses granted to Licensee under this Agreement, (iii) no other third party permissions or licenses are required for Microsoft to exercise any the Distributor Agreements executed as of the rights licensed to Microsoft hereunder with respect to date hereof are valid, binding and of full force and effect and none of the Materials and Process; parties thereto are in default thereunder and (iiij) the Process shall properly function as specified in Exhibit A in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty shall not apply to the extent a nonconformity is the result of: (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft Licensee's right and license hereunder to use updated or modified Materials provided by Licensor and approved by Microsoft as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materials. 8.2 Personnel of Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and Equipment in accordance with the Services Planterms hereof includes the royalty-free right to use the DLP Cinema(TM) technology incorporated in the Equipment. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the use of the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output of the Process. 8.5 No copies of any Licensed Product Code shall be retained by Licensor.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor hereby represents, warrants, warrants and covenants to Microsoft Elanco, as of the Effective Date, and except as otherwise specified, at all times during the Term, that: 8.1 11.2.1 [***], the manufacture, use or sale of Product as contemplated by this Agreement will not constitute an infringement, unauthorized use or misappropriation claim or threatened infringement of any issued Patent Right or other intellectual property right of any Third Party, and Licensor has no knowledge of any Third Party who conceived of an invention claimed by a Licensor Patent existing as of the full right and power Effective Date who is not listed as an inventor on such Licensor Patent; 11.2.2 Licensor shall use Commercially Reasonable Efforts to enter into and perform according to manufacture or have manufactured the Product in accordance with the terms and conditions of this Agreement, and that it has, and will have during the entire Term of this Supply Agreement and for the period of time described in Section 15.1, the right to grant to Microsoft each of the rights herein granted. Without limiting the foregoing, Licensor warrants Quality Agreement and any ancillary agreements that (i) use of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided under this Agreement does not directly, indirectly or contributorily violate any patent, copyright, trade secret, or other proprietary right of any third party, (ii) no other third party permissions or licenses are required for Microsoft to exercise any of the rights licensed to Microsoft hereunder Parties may execute with respect to the Materials manufacture and Process; supply of Product, and (iii) the Process shall properly function as specified in Exhibit A in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty shall not apply will manufacture and supply, or have manufactured and have supplied to the extent a nonconformity is the result of: (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft Elanco, Product pursuant to use updated or modified Materials provided by Licensor and approved by Microsoft as set forth in Section 6 (provided such agreements that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft conforms to the specifications therefor as mutually agreed upon in writing by the Parties, GxP and defined use of Materialsall Applicable Laws that are specified in such agreements. 8.2 Personnel 11.2.3 as of the Effective Date there is no pending litigation that alleges, and no officer of Licensor shall be available to consult with respect has received any notice threatening such litigation, that Licensor’s activities relating to the Materials Product violate or would violate any intellectual property rights of any Third Party; 11.2.4 [***], except pursuant to the RaQualia License Agreement, no person or entity other than Licensor has any rights to or interest in the Licensor Technology or the Trademarks that would conflict with the rights granted to Elanco under this Agreement in any material respect, and Process such Licensor Technology and Trademarks are free and clear of all encumbrances, security interests, options and licenses, other than the RaQualia License Agreement; 30 11.2.5 as of the Effective Date, Licensor has not given any notice to any Third Party asserting infringement by such Third Party of any of the Licensor Technology or the Trademarks and, to Licensor’s knowledge, there is no unauthorized use, infringement or misappropriation of the Licensor Technology or the Trademarks; 11.2.6 Licensor has not executed or entered into any agreement with Microsoft or granted to any Third Party, directly or indirectly, any rights that would conflict with the rights granted to Elanco under this Agreement in any material respect; 11.2.7 [***]: all information in its possession or control regarding the Product that has been provided to Elanco is accurate and its personnelcomplete in all material respects; 11.2.8 as of the Effective Date, at such times Exhibit 9.3.1 is an accurate and complete listing of all Licensor Patents and Exhibit 7.4 is an accurate and complete listing of all Trademarks; 11.2.9 [***], Licensor is not aware of any inventors of any Licensor Patent Rights other than those listed as inventors on applications filed for such periods Licensor Patent Rights; 11.2.10 [***], Licensor has taken reasonable steps to protect the confidentiality of Licensor Know-How; and 11.2.11 as Microsoft may of the Effective Date, and during the Term, Licensor will not terminate the [***] or take any action, or fail to take any action that would be reasonably request in connection with the Services. All Services shall likely to cause [***], unless [***] right is predominantly based on a wrongful action or omission by [***] or an action by [***] that, if it had been performed or failed to be performed in by Aratana, would constitute a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Plan. 8.3 [***] (an “[***]”). In the production event Licensor receives notice from [***] alleging [***] of the Materials all laws[***] which Licensor believes may be predominantly based on [***], statutes, ordinances, rules Licensor shall provide Elanco with written notice of such alleged [***] within [***] business days of receipt. The Parties shall cooperate in good faith during the cure period under the [***] to cure such alleged [***]. Licensor shall not be deemed to be in [***] of this Section 11.2.11 if (i) the [***] cannot be cured within the cure period and regulations of each country, state, cityis an Elanco Activity, or other political entity having jurisdiction were fully complied with(ii) the [***] could be cured and is [***], however, Elanco has not cooperated good faith with Licensor to cure such alleged [***]. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the use of the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output of the Process. 8.5 No copies of any Licensed Product Code shall be retained by Licensor.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor hereby represents, warrants, and covenants to Microsoft that: 8.1 (a) Licensor has the full right legal right, license, power and power authority, free of all judgments, claims and restrictions, to enter into and fully perform according its obligations under this Agreement. (b) Neither this Agreement nor the performance hereunder or fulfillment hereof by any party will, at any time, infringe upon the rights of any other entity or person. (c) Licensor has no knowledge of any claim which would interfere with the rights or obligations licensed, transferred or granted in this Agreement to LICENSEE. (d) Neither the Film nor any of the footage, performances, materials or information embodied or referred to therein, violates or will violate or infringe upon any copyrights, trademarks, trade secrets or any other intellectual property or any rights of any third party or entity. (e) The royalties payable to the terms Licensor by LICENSEE shall be inclusive of this Agreementall monies payable to any party having contributed services or rights or otherwise having an interest in the film including but limited to any actors, producers, directors, photographers, and copyrights owners. (f) The Licensor hereby confirms that it has, and will have during is the entire Term responsibility of this Agreement and for the period Licensor not LICENSEE to pay any other royalties as a result of time described in Section 15.1, the right to grant to Microsoft each exploitation of the rights herein granted. Without limiting granted by LICENSEE hereunder and that any such royalties shall be considered an off the foregoing, top expense against any royalty payments to LICENSEE. (g) LICENSEE has no obligation to Licensor warrants that (i) use of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators except as provided under in this Agreement does Agreement. (h) Licensor has not directlydone, indirectly nor will it do or contributorily violate authorize, any patentperson or entity to do anything inconsistent with or which might diminish, copyright, trade secret, impair or other proprietary right of any third party, (ii) no other third party permissions or licenses are required for Microsoft to exercise interfere with any of the rights licensed or obligations licensed, transferred or granted to Microsoft hereunder with respect LICENSEE in this Agreement. (i) The Licensor agrees to defend, indemnify and hold LICENSEE, it shareholders, officers, directors, employees, sub-LICENSEEs, customers, agents and all of their successors and assigns harmless from any claims, actions damages or expenses (including attorneys' fees) arising out of or relating to (i) Licensor's breach, default or non-fulfillment of the Materials and Processprovisions of this Agreement; (ii) libel, slander, piracy, plagiarism, invasion of privacy or infringement of copyright based upon materials, information or embodiments contained in or referred to in the Film; and (iii) the Process shall properly function as specified any inaccuracy in Exhibit A in connection with the Copy Protected Discs containing Licensed Products. The foregoing any representation or warranty shall not apply to the extent a nonconformity is the result of: (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided by Licensor and approved by Microsoft as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materials. 8.2 Personnel of Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request contained in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Planthis Paragraph 6. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the use of the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output of the Process. 8.5 No copies of any Licensed Product Code shall be retained by Licensor.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Each member of Licensor hereby represents, warrants, warrants and covenants to Microsoft thatLicensee as follows as of the Execution Date, the Effective Date and, if applicable, during the Term: 8.1 a. Licensor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is qualified to do business in all jurisdictions to which this License applies, and has all requisite power and authority to own, lease and operate its property and to carry on its business as now being conducted. b. Licensor has full power and authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly authorized by all necessary corporate action of Licensor. This Agreement has been duly executed and delivered by Licensor and, assuming this Agreement is duly executed and delivered by Licensee, constitutes a valid and legally binding obligation of Licensor enforceable against Licensor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors’ rights generally, or the availability of equitable remedies. c. The execution and delivery by Licensor of this Agreement do not, and compliance by Licensor with the provisions of this Agreement will not, conflict with or result in a breach or default under any of the terms, conditions or provisions of any contract, agreement, arrangement or order of court to which it is a party or otherwise bound or violate any provision of law to which Licensor is subject. d. Licensor has obtained all authorizations, registrations, approvals and permits required by any governmental body or under any governmental legislation in connection with Licensor's entry into, and performance of, this Agreement. e. The Patents are properly filed with the appropriate Patent Office and are valid and enforceable, as indicated on the attached schedule. The Patents indicated on the attached schedule constitute all of the patent applications and patents relating to the Isan System (including, without limitation, all provisional applications, divisional applications, continuation applications and modifications). Licensor has the full right exclusive good, valid and power to enter into and perform according marketable title to the Patents, Proprietary Property and Intellectual Property sufficient to convey and grant the License hereunder and to convey the rights and benefits of the Patents, Proprietary Property and Intellectual Property to Licensee on the terms contained herein without the need for further consent or approval of any party. f. There are no actual, outstanding or threatened claims against, claims of infringement with respect to, or challenges to, the Patents, Proprietary Property or Intellectual Property or the right of Licensor to use or to license the Patents, Proprietary Property or Intellectual Property to Licensee by any third parties, and to the best knowledge of Licensor there are no facts or circumstances existing as of the Effective Date or the Execution Date that would give rise to any such claim or challenge in the future. g. The exercise by Licensee of the rights granted hereunder will not infringe upon any intellectual property rights of any person, including, without limitation, patent rights, trademarks or service marks, nor give rise to the obligation of Licensee to pay any sums to any third party. h. There is no pending or, to the best knowledge of Licensor, threatened action (or basis for any action) to which Licensor is a party or involving any of the Patents, Proprietary Property or Intellectual Property or which could materially affect Licensor's ability to execute and deliver this Agreement, to perform its obligations contemplated hereby, or which would have a material effect upon Licensee's ability to enjoy and that it has, and will have during retain the entire Term benefits of this Agreement and for during the period Term. i. Licensor shall immediately notify Licensee in writing as to any circumstance that could result in the impairment, invalidation or termination of time described in Section 15.1, the right to grant to Microsoft each of the rights herein granted. Without limiting the foregoing, Licensor warrants that (i) use of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided under this Agreement does not directly, indirectly or contributorily violate any patent, copyright, trade secret, or other proprietary right of any third party, (ii) no other third party permissions or licenses are required for Microsoft to exercise any of the Patents, Proprietary Property or Intellectual Property or the ability of Licensee to utilize the Patents, Proprietary Property or Intellectual Property as contemplated in this Agreement, including, without limitation, any claims that the Patents, Proprietary Property or Intellectual Property or any use thereof infringes upon the intellectual property rights of others. Licensor shall not voluntary undertake, consent to, or permit any actions or course of conduct by any party that would result in the impairment, invalidation or termination of the Patents, Proprietary Property or Intellectual Property rights licensed to Microsoft hereunder with respect to the Materials and Process; and (iii) the Process shall properly function as specified in Exhibit A in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty shall not apply to the extent a nonconformity is the result of: (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided by Licensor and approved by Microsoft as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of MaterialsLicensee hereunder. 8.2 Personnel of Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnelj. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, at such times and for such periods as Microsoft may reasonably request in connection with the ServicesLICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, CONSULTANTS AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF THE CLAIMS OF ANY PATENTS ON THE TECHNOLOGY ISSUED OR PENDING, OR FREEDOM OF A PRODUCT THAT EMBODIES TECHNOLOGY FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. All Services shall be performed in a professional manner and shall be of a high gradeIN NO EVENT SHALL LICENSOR, nature and quality and in accordance with the Services PlanITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. LICENSOR REPRESENTS AND WARRANTS IN RESPECT TO THE PATENTS, PROPRIETARY PROPERTY AND INTELLECTUAL PROPERTY THAT IT HAS LEGAL RIGHT TO EXTEND THE RIGHTS TO LICENSEE, AND THAT IT HAS NOT MADE AND WILL NOT MAKE ANY COMMITMENTS TO OTHERS INCONSISTENT WITH OR IN DEROGATION OF SUCH RIGHTS. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the use of the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output of the Process. 8.5 No copies of any Licensed Product Code shall be retained by Licensor.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. (a) Licensor hereby representsis a corporation duly incorporated and validly existing as a corporation and in good standing under the laws of the State of Delaware, warrantswith the corporate power to own, lease and covenants operate its properties and to Microsoft that:carry on its business as now conducted. 8.1 (b) Licensor has the full right all necessary corporate power and power authority to enter into this Agreement and perform according to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by Licensor does not conflict with or contravene its articles or certificate of incorporation or by-laws, nor will the execution, delivery or performance of this Agreement conflict with or result in a breach of, or entitle any party thereto to terminate, any material agreement or instrument to which Licensor is a party, or by which any of its assets or properties is bound. To Licensor's knowledge, no Third Party has any right, title or interest in or to any Technology in the Field of Use. (d) This Agreement has been duly authorized, executed and delivered by Licensor and constitutes a legal, valid and binding agreement of Licensor, enforceable against Licensor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally. (e) Licensor owns or has rights to use and exploit under licenses (and to license or sublicense) all its rights under the Technology. There have been no material claims made against Licensor asserting the invalidity or unenforceability of, or with respect to the terms Patent Rights, the misuse of, the Patent Rights or Licensed Know-How, nor is Licensor aware that any such claims exist. Licensor has not received a notice of conflict of the Technology with the asserted rights of others, or otherwise challenging its rights to use any of the Technology. None of the rights of Licensor under the Patent Rights or Licensed Know-How will be adversely affected by the execution, delivery or performance of this Agreement, and that it has, and will have during or the entire Term of this Agreement and for the period of time described in Section 15.1, the right to grant to Microsoft each consummation of the rights herein granted. Without limiting the foregoing, Licensor warrants that (i) use of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided under this Agreement does not directly, indirectly or contributorily violate any patent, copyright, trade secret, or other proprietary right of any third party, (ii) no other third party permissions or licenses are required for Microsoft to exercise any of the rights licensed to Microsoft hereunder with respect to the Materials and Process; and (iii) the Process shall properly function as specified in Exhibit A in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty shall not apply to the extent a nonconformity is the result of: (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided by Licensor and approved by Microsoft as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materialstransactions contemplated herein. 8.2 Personnel of Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Plan. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the use of the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output of the Process. 8.5 No copies of any Licensed Product Code shall be retained by Licensor.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor hereby represents, warrants, warrants and covenants to Microsoft thatLicensee as follows: 8.1 a. Licensor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is qualified to do business in all jurisdictions to which this License applies, and has all requisite power and authority to own, lease and operate its property and to carry on its business as now being conducted. b. Licensor has the full right power and power authority to enter into into, execute and deliver this Agreement and perform according its obligations hereunder. This Agreement has been duly authorized by all necessary corporate action of Licensor. This Agreement has been duly executed and delivered by Licensor and, assuming this Agreement is duly executed and delivered by Licensee, constitutes a valid and legally binding obligation of Licensor enforceable against Licensor in accordance with its terms, subject to the terms effect of this Agreementbankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and that it hasother similar laws relating to or affecting creditors’ rights generally, or the availability of equitable remedies. c. The execution and will have during the entire Term delivery by Licensor of this Agreement do not, and for compliance by Licensor with the period provisions of time described in Section 15.1, the right to grant to Microsoft each of the rights herein granted. Without limiting the foregoing, Licensor warrants that (i) use of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided under this Agreement does not directlywill not, indirectly conflict with or contributorily violate any patent, copyright, trade secret, result in a breach or other proprietary right of any third party, (ii) no other third party permissions or licenses are required for Microsoft to exercise default under any of the rights licensed terms, conditions or provisions of any contract, agreement, arrangement or order of court to Microsoft hereunder with respect which Licensor is a party or otherwise bound or violate any provision of law to the Materials which Licensor is subject. d. Licensor has obtained all authorizations, registrations, approvals and Process; and (iii) the Process shall properly function as specified in Exhibit A permits required by any governmental body or under any governmental legislation in connection with Licensor's entry into, and performance of, this Agreement. e. The Ioteq Master License Agreement and the Copy Protected Discs containing Licensed ProductsIoteq License Agreement are valid and in full force and effect and there are no defaults by any party thereunder. The foregoing warranty shall not apply to the extent a nonconformity is the result of: (a) modification copies thereof which are attached hereto are true, complete and accurate copies of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided by Licensor originals. The Ioteq Master License Agreement and approved by Microsoft as set forth the Ioteq License Agreement are the only agreements and arrangements in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materials. 8.2 Personnel of Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Plan. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and place governing the use of the Materials Intellectual Property in the Territory and there are no parties except as disclosed in those agreements that have any rights to manufacture Licensed Products will not cause export from the United States Intellectual Property or the use or benefits thereof in the Territory. f. The Patent Rights are properly filed with the US Patent Office and are valid and enforceable. Licensor has the exclusive good, valid and marketable title to the Intellectual Property sufficient to convey and grant the License hereunder and to convey the rights and benefits of such Licensed Products the Intellectual Property to countries other than IranLicensee on the terms contained herein without the need for further consent or approval of any party. g. There are no actual, Iraqoutstanding or threatened claims against, Libyaclaims of infringement with respect to, Serbiaor challenges to, Sudan, North Koreathe Patent Rights or the right of Licensor to use or to license the Intellectual Property to Licensee by any third parties, and Cuba to be subject the best knowledge of Licensor there are no facts or circumstances existing as of the Effective Date that would give rise to any such export license requirements claim or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions challenge in which it imports and exports the Materials or output future. h. The exercise by Licensee of the Processrights granted hereunder will not infringe upon any intellectual property rights of any person, including, without limitation, patent rights, trademarks or service marks, nor give rise to the obligation of Licensee to pay any sums to any third party. 8.5 No copies i. There is no pending or, to the best knowledge of Licensor, threatened action (or basis for any Licensed Product Code action) to which Licensor is a party or involving any of the Intellectual Property or which could materially affect Licensor's ability to execute and deliver this Agreement, to perform its obligations contemplated hereby, or which would have a material effect upon Licensee's ability to enjoy and retain the benefits of this Agreement during the Term. j. Licensor shall be retained immediately notify Licensee in writing as to any circumstance that could result in the impairment, invalidation or termination of the Patent Rights or the ability of Licensee to utilize the Intellectual Property as contemplated in this Agreement, including, without limitation, any claims that the Intellectual Property or any use thereof infringes upon the intellectual property rights of others. Licensor shall not voluntary undertake, consent to, or permit any actions or course of conduct by Licensorany party that would result in the impairment, invalidation or termination of the Intellectual Property rights licensed to Licensee hereunder. k. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, CONSULTANTS AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF THE CLAIMS OF ANY PATENTS ON THE TECHNOLOGY ISSUED OR PENDING, OR FREEDOM OF A PRODUCT THAT EMBODIES TECHNOLOGY FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL LICENSOR, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. LICENSOR REPRESENTS AND WARRANTS IN RESPECT TO THE PATENT RIGHTS THAT IT HAS LEGAL RIGHT TO EXTEND THE RIGHTS TO LICENSEE, AND THAT IT HAS NOT MADE AND WILL NOT MAKE ANY COMMITMENTS TO OTHERS INCONSISTENT WITH OR IN DEROGATION OF SUCH RIGHTS.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. 6.1 Licensor hereby representsrepresents and warrants to Licensee (a) that the execution, warrantsdelivery and performance of this License Agreement have been duly authorized and approved by the Board of Directors of Licensor and this License Agreement represents the valid and binding agreement of Licensor; (b) that it is engaged exclusively in the businesses of (i) owning, using, maintaining, protecting and licensing the use of certain trademarks and service marks, including the Licensed Marks, and covenants (ii) owning, developing operating, using, maintaining, protecting and licensing the use of certain computer hardware and software systems; and (c) that it is the beneficial owner of the Licensed Marks, that all of the Licensed Marks are registered in its name or the name of a predecessor owner, and will be registered in its name as soon as practicable, and that it has advised Licensee in writing in all rights or claims of third parties known to Microsoft that: 8.1 Licensor has it which may adversely affect the full right and power rights granted to enter into and perform according Licensee, to the terms extent that the Licensed Marks are used in connection with the Licensed Products and Services on the date of initial execution of this Agreement. 6.2 Licensor covenants that, for the term of this Agreement, and that it has, and (i) will have during the entire Term of this Agreement and for the period of time continue to conduct its businesses as described in Section 15.1, 6.1(b) (the right to grant to Microsoft each of “Existing Businesses”) in the rights herein granted. Without limiting the foregoing, Licensor warrants that (i) use of the Materials ordinary and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided under this Agreement does not directly, indirectly or contributorily violate any patent, copyright, trade secret, or other proprietary right of any third partyusual course, (ii) no will use its best efforts to preserve intact its organisation, and (Hi) will engage in and conduct only the Existing Businesses and such other third party permissions businesses as are reasonably related to the Existing Businesses. 6.3 Licensor further covenants that it will not assign, encumber or licenses are required for Microsoft to exercise otherwise part with possession or control of any of the rights licensed to Microsoft hereunder Licensed Marks or enter into any other agreement with respect to the Materials and Process; and (iii) Licensed Marks, except subject to this Agreement, which may in any way adversely affect the Process rights of Licensee or the Sublicensees under this Agreement, except that nothing herein shall properly function as specified require Licensor to maintain or undertake registrations of Licensed Marks or other protective actions otherwise than in Exhibit A accordance with Section 2.10. Nothing in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty this Agreement shall not apply obligate Licensee to the extent a nonconformity is the result of: (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided pay any expense incurred by Licensor and approved by Microsoft as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materials. 8.2 Personnel of Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Plan. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, registration or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the use of the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output of the Process. 8.5 No copies protection of any Licensed Product Code Xxxx if Licensee shall be retained by Licensorpreviously have advised Licensor in good faith that in its opinion such expense is unnecessary or inadvisable to protect its rights under this Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor hereby represents, warrantswarrants and covenants that, as of the Effective Date: (a) Licensor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and covenants to Microsoft that: 8.1 Licensor has the full right all necessary corporate power and power authority to enter into and perform according to the terms of this Agreement, to carry out its obligations hereunder and that it hasto consummate the transactions contemplated hereby. (b) The execution, delivery and will have during the entire Term performance of this Agreement have been duly authorized by all requisite corporate action on the part of Licensor. (c) This Agreement has been duly executed and for the period delivered by Licensor, and constitutes legal, valid and binding obligations of time described Licensor, enforceable against Licensor in Section 15.1, accordance with its terms. (d) Licensor owns or has the right to grant to Microsoft each all of the Intellectual Property Rights to the Licensed Intellectual Property as necessary or appropriate in order to grant to Licensee the rights herein granteddescribed in this Agreement. (e) The Licensed Intellectual Property (including, without limitation, the Licensed Know-How) does not infringe upon, misappropriate or violate any Intellectual Property Right of any Person. Without limiting la-1107136 (f) Licensor is not aware of any rights of any other Person that would be infringed, misappropriated and/or violated by Licensee’s use and exploitation of the foregoingLicensed Intellectual Property. (g) Licensor is not aware of any Person that is in any way infringing upon, misappropriating and/or violating the Licensed Intellectual Property. (h) There is no action, suit, proceeding, office action or other claim pending or threatened against Licensor warrants or, to the knowledge of Licensor, any other Person, involving or relating to the Licensed Intellectual Property. There is no order, decree or judgment in effect that affects the Licensed Intellectual Property and/or the ability of Licensor to execute and deliver this Agreement or perform its obligations hereunder. There is no action, suit, proceeding or other claim pending or threatened against Licensor or any of its officers, directors or shareholders which, if successfully pursued against Licensor or such officers, directors or shareholders, would prevent Licensor from performing its obligations under this Agreement, or would cause any of the representations or warranties made by Licensor in this Agreement to be or become inaccurate or incomplete or breached, or otherwise cause Licensor to be in breach of any other agreement to which it is a party or by which it is bound. (i) use Neither the execution and delivery by Licensor of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided under this Agreement does not directly, indirectly or contributorily violate any patent, copyright, trade secretnor the performance by Licensor of its duties and obligations hereunder will conflict with, or other proprietary result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any third partyobligation or to loss of a material benefit under, any provision of (i) the organizational and governance documents of Licensor, (ii) no other third any Contract to which Licensor is a party permissions or licenses are required for Microsoft to exercise by which any of the rights licensed its properties or assets is bound or (iii) any Judgment or Law applicable to Microsoft hereunder Licensor. (j) No Consent of, or registration, declaration or filing with, any governmental or non-governmental entity is required to be obtained or made by or with respect to Licensor in connection with the Materials execution, delivery and Process; performance of this Agreement. (k) Licensor has not granted any Person any assignments, licenses, sublicenses, and other contracts pursuant to which any Person owns or is authorized to use any Licensed Intellectual Property. (l) Each item of the Licensed Intellectual Property (i) is subsisting (ii) has not been abandoned or passed into the public domain and (iii) is free and clear of any Encumbrance. (m) Except for the Process shall properly function interests of Licensor under the MS-Laredo License, Licensor has no right, title or interest in or to any of the MS Intellectual Property and as specified between MS and Licensor, MS owns all right, title and interest in Exhibit A in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty shall not apply and to the extent a nonconformity is the result of: (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided by Licensor and approved by Microsoft as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materials. 8.2 Personnel of Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with the ServicesMS Intellectual Property. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Plan. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the use of the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output of the Process. 8.5 No copies of any Licensed Product Code shall be retained by Licensor.la-1107136

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. A. Licensor hereby representsowns title to the Trademark free and clear and any of all liens, warrantsencumbrances, options and restrictions of every kind and description, except for any liens, encumbrances, options and restrictions that do not and will not significantly affect Licensee’s or its Sublicensees’ use and enjoyment of the Trademark as contemplated by this Agreement. Licensor has received no notice of, and covenants to Microsoft that:has no knowledge of, any claims (1) alleging that the Trademark infringes upon or otherwise violates any third party’s intellectual property, or (2) challenging the validity, ownership, use, enforceability, registerability and/or licensing of the Trademark. 8.1 B. Licensor has the full right power and power authority to enter into this Agreement. The execution and perform according delivery by Licensor of this Agreement has been duly authorized by all necessary corporate action and no other proceedings on the part of Licensor are necessary to authorize the terms execution and delivery of this Agreement. This Agreement has been duly and validly executed and delivered by Licensor, and, assuming the due authorization, execution and delivery hereof by Licensee, constitutes or will constitute, as applicable, a legal, valid and binding agreement of Licensor, enforceable against Licensor in accordance with its terms, except that it hassuch enforcement may be subject to (1) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and will have during (2) general equitable principles. C. Licensor represents and warrants to Licensee that the entire Term of this Agreement and for the period of time described in Section 15.1, the right to grant to Microsoft each of the rights herein granted. Without limiting the foregoing, Licensor warrants that (i) use of the Materials and Upgrade(s) license granted by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided under this Agreement does not directlyand shall not result in a breach of or constitute a default or violation under any agreement to which Licensor or the Trademark are subject or by which Licensor or the Trademark are bound. D. The Trademark is registered and is in full force and effect and in good standing, indirectly and neither Licensor nor any agent, representative, attorney or contributorily violate employee of Licensor has received notice of any patentintention on the part of any party to revoke, copyrightcancel, trade secretsuspend or modify any registration of the Trademark or to take any action or institute any proceedings to effect such a revocation, cancellation, suspension or modification. E. Neither the entering into of this Agreement nor the granting of the license and rights hereunder by Licensor shall constitute or result in a violation or breach by Licensor of any judgment, order, writ, injunction or decree issued against or imposed upon it, or other proprietary right will result in a violation by Licensor of any third partyapplicable law, order, rule or regulation of any governmental authority which would have a material and adverse effect on Licensee’s or its Sublicensees’ use of the Trademark as contemplated by this Agreement. There are no actions, suits, litigation, proceedings or, to the knowledge of Licensor, investigations pending in any court or before or by any federal, district, country, or municipal department, commission, board, bureau, agency or other governmental instrumentality, against Licensor or involving the Trademark, or to Licensor’s knowledge, threatened against Licensor or the Trademark, which (1) if adversely determined could prevent, restrict or limit the granting of the license and other rights herein granted or Licensee’s or its Sublicensees’ use and enjoyment of the Trademark as contemplated by this Agreement, (ii2) no other third party permissions challenge or licenses are required for Microsoft to exercise question the validity, ownership, use, enforceability, registerability and/or licensing of any licensing of the rights licensed Trademark, (3) challenge or question the validity or enforceability of this Agreement or any action taken by Licensor pursuant to Microsoft hereunder this Agreement, or (4) affect the Trademark. No approval, consent, order or authorization of, or designation, registration or filing with respect to the Materials and Process; and (iii) the Process shall properly function as specified in Exhibit A any governmental authority, agent or entity is required in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty shall not apply to the extent a nonconformity is the result of: (a) modification due and valid execution and delivery of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided this Agreement by Licensor and approved by Microsoft as set forth in Section 6 (provided that or Licensor’s performance under this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of MaterialsAgreement. 8.2 Personnel of F. Licensor shall be available to consult has complied with respect to the Materials any and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Plan. 8.3 In the production of the Materials all laws, statutes, ordinances, codes, rules and regulations applicable to the ownership, use, registerability or licensing of each countrythe Trademark, state, city, except as would not have a material and adverse effect on Licensee’s or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the its Sublicensees’ use of the Materials Trademark as contemplated by this Agreement. G. Licensor shall not take any action with the intent to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, a material and Cuba to be subject to any such export license requirements adverse effect on Licensee’s or other restrictions. Microsoft agrees that it will comply with all import its Sublicensees’ use and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output enjoyment of the ProcessTrademark or the goodwill associated therewith pursuant to this Agreement. 8.5 No copies H. Except as set forth above, Licensor makes no representations or warranties, either express or implied, arising by law or third party rights by the Trademark or fitness for a particular purpose. In no event will Licensor have any obligation or liability resulting from tort, or loss of revenue or profit, or for incidental or consequential damages. I. Licensor shall notify Licensee promptly if Licensor becomes aware of any Licensed Product Code event, circumstance, transaction or occurrence that would make any of the representations or warranties of Licensor contained in this Agreement not true in any respect. J. Licensor shall be retained by Licensorpromptly deliver to Licensee any and all written notices and/or other written communications delivered to or received from: (1) any Person challenging or questioning the validity, ownership, use, enforceability, registerability and/or licensing of the Trademark, (2) any Person challenging or questioning the validity of this Agreement or the license and rights granted under and pursuant to this Agreement, and/or (3) any governmental authority in regards to the validity, ownership, use, enforceability, registerability and/or licensing of the Trademark.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. 5.1.1 Licensor hereby represents, warrants, and covenants to Microsoft that: 8.1 Licensor has the full right Licensee that the following statements are true and power to enter into and perform according to the terms of this Agreementcorrect, and acknowledges and confirms that it has, Licensee is relying on such representations and will have during the entire Term warranties in connection with its execution and delivery of this Agreement and for in meeting the period obligations set out in this Agreement: (a) Licensor is a corporation duly formed and validly existing under the laws of time described in Section 15.1, its jurisdiction of formation; (b) the right to grant to Microsoft each execution and delivery of this Agreement and the consummation of the rights herein granted. Without limiting transactions contemplated hereunder have been properly authorized by all necessary corporate action on the foregoing, Licensor warrants that part of Licensor; (ic) use of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided under this Agreement does not directlyconstitutes a legal, indirectly valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms and conditions; (d) Licensor has full right, power and authority to enter into this Agreement and to complete the transactions contemplated hereunder; (e) there is no action or contributorily violate proceeding pending or threatened against it before any patentcourt, copyrightadministrative body or other tribunal which would have an adverse material effect on its ability to perform its obligations hereunder; (f) any obligations, trade secretcontractual or otherwise, of Licensor to any Person that might conflict, interfere or be inconsistent with this Agreement, if any, have been waived or terminated; (g) no consent or approval of any Governmental Authority, or filing with or notice to, any Governmental Authority, court or other proprietary right of any third partyPerson, (ii) no other third party permissions or licenses are is required for Microsoft to exercise any of the rights licensed to Microsoft hereunder with respect to the Materials and Process; and (iii) the Process shall properly function as specified in Exhibit A in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty shall execution, delivery or performance of this Agreement by Licensor, except for any such consent, approval, filing or notice that would not apply have a materially adverse effect on either Party’s ability to the extent a nonconformity is the result of: perform its obligations under this Agreement; (ah) modification as of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided by Effective Date, Licensor has not been and approved by Microsoft as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materials. 8.2 Personnel of Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Plan. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba it is not currently subject to any export license requirements bankruptcy event or other restrictions pursuant insolvency, liquidation or dissolution for the benefit of its creditors or otherwise and Licensee is able to applicable United States laws and regulations, and satisfy its liabilities as they become due; and (i) Licensor will use commercially reasonable efforts to protect the Defined Intellectual Property Rights from unauthorized use of in the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output of the ProcessTerritory. 8.5 No copies of any Licensed Product Code shall be retained by Licensor.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. A Licensor hereby representsowns title to the Trademarks free and clear of any and all liens, warrantsencumbrances, options and restrictions of every kind and description, except for any liens, encumbrances, options and restrictions that do not and will not significantly affect Licensee's or its Sublicensees' use and enjoyment of the Trademarks as contemplated by this Agreement. Licensor has not granted to any Person any rights to use or enjoy the IRRETI Marks or any portion thereof. Licensor has received no notice of, and covenants to Microsoft that: 8.1 has no knowledge of, any claims (1) alleging that the Trademarks infringe upon or otherwise violate any third party's intellectual property, or (2) challenging the validity, ownership, use, enforceability, registerability and/or licensing of any of the Trademarks. B Licensor has the full right power and power authority to enter into this Agreement. The execution and perform according delivery by Licensor of this Agreement has been duly authorized by all necessary corporate action and no other proceedings on the part of Licensor are necessary to authorize the terms execution and delivery of this Agreement. This Agreement has been duly and validly executed and delivered by Licensor, and, assuming the due authorization, execution and delivery hereof by Licensee, constitutes or will constitute, as applicable, a legal, valid and binding agreement of Licensor, enforceable against Licensor in accordance with its terms, except that such enforcement may be subject to (1) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (2) general equitable principles. C. Licensor represents and warrants to Licensee that the licenses granted by this Agreement do not and shall not result in a breach of or constitute a default or violation under any agreement to which Licensor or the Trademarks are subject or by which Licensor or the Trademarks are bound. D. All of the Trademarks (other than the IRRETI Name) are registered and are in full force and effect and in good standing, and that it hasneither Licensor nor any agent, and will have during representative, attorney or employee of Licensor has received notice of any intention on the entire Term part of any party to revoke, cancel, suspend or modify any registration of such marks or to take any action or institute any proceedings to effect such a revocation, cancellation, suspension or modification. E. Neither the entering into of this Agreement and for nor the period of time described in Section 15.1, the right to grant to Microsoft each granting of the licenses and rights herein granted. Without limiting the foregoinghereunder by Licensor shall constitute or result in a violation or breach by Licensor of any judgment, order, writ, injunction or decree issued against or imposed upon it, or will result in a violation by Licensor warrants that (i) of any applicable law, order, rule or regulation of any governmental authority which would have a material and adverse effect on Licensee's or its Sublicensees' use of the Materials and Upgrade(s) Trademarks as contemplated by Microsoftthis Agreement. There are no actions, Microsoft OEMSsuits, Republishers litigation, proceedings or, to the knowledge of Licensor, investigations pending in any court or Media Replicators as provided under this Agreement does not directlybefore or by any federal, indirectly or contributorily violate any patentdistrict, copyright, trade secretcountry, or municipal department, commission, board, bureau, agency or other proprietary right of any third partygovernmental instrumentality, (ii) no other third party permissions against Licensor or licenses are required for Microsoft to exercise involving any of the Trademarks, or to Licensor's knowledge, threatened against Licensor or any of the Trademarks, which (1) if adversely determined could prevent, restrict or limit the granting of the licenses and other rights licensed herein granted or Licensee's or its Sublicensees' use and enjoyment of the Trademarks as contemplated by this Agreement, (2) challenge or question the validity, ownership, use, enforceability, registerability and/or licensing of any licensing of any of the Trademarks, (3) challenge or question the validity or enforceability of this agreement or any action taken by Licensor pursuant to Microsoft hereunder this Agreement, or (4) affect any of the Trademarks. No approval, consent, order or authorization of, or designation, registration or filing with respect to the Materials and Process; and (iii) the Process shall properly function as specified in Exhibit A any governmental authority, agent or entity is required in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty shall not apply to the extent a nonconformity is the result of: (a) modification due and valid execution and delivery of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided this Agreement by Licensor or Licensor's performance under this Agreement. F. Licensor has complied with any and approved by Microsoft as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materials. 8.2 Personnel of Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Plan. 8.3 In the production of the Materials all laws, statutes, ordinances, codes, rules and regulations applicable to the ownership, use, registerability or licensing of each countrythe Trademarks, state, city, except as would not have a material and adverse effect on Licensee's or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the its Sublicensees' use of the Materials Trademarks as contemplated by this Agreement. G. Licensor shall not take any action with the intent to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, a material and Cuba to be subject to any such export license requirements adverse effect on Licensee's or other restrictions. Microsoft agrees that it will comply with all import its Sublicensees' use and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output enjoyment of the Process. 8.5 No copies Inland Marks or the goodwill associated therewith pursuant to this Agreement. Licensor shall not take any action that could reasonably be expected to materially impair or have a material and adverse effect on Licensee's or its Sublicensees' use and enjoyment of the IRRETI Marks or the goodwill associated therewith pursuant to this Agreement. H. Licensor shall notify Licensee promptly if Licensor becomes aware of any Licensed Product Code event, circumstance, transaction or occurrence that would make any of the representations or warranties of Licensor contained in this Agreement not true in any respect. I. Licensor shall be retained by promptly deliver to Licensee any and all written notices and/or other written communications delivered to or received from: (1) any Person challenging or questioning the validity, ownership, use, enforceability, registerability and/or licensing of any of the Trademarks, (2) any Person challenging or questioning the validity of this Agreement or the licenses and rights granted under and pursuant to this Agreement, and/or (3) any governmental authority in regards to the validity, ownership, use, enforceability, registerability and/or licensing of any of the Trademarks. J. Licensor shall not license or permit any other party, including Affiliates of Licensor., to use the IRRETI Marks, except as set forth in this Agreement. X.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor hereby represents, warrants, warrants and covenants to Microsoft that: 8.1 Licensor has Licensee that (a) the full right execution, delivery and power to enter into and perform according to the terms of this Agreement, and that it has, and will have during the entire Term performance of this Agreement have been, and for each Equipment Schedule hereafter executed by Licensor will be, duly authorized by all necessary corporate action on the period part of time described Licensor; (b) the individual(s) executing this Agreement on behalf of Licensee have the requisite authority to do so, and the individual(s) executing any Equipment Schedule will have the requisite authority to do so; (c) this Agreement does, and each Equipment Schedule will, constitute the legal, valid and binding agreement of Licensor enforceable in Section 15.1, accordance with its terms; (d) Licensor is in good standing in the right jurisdiction of its organization and in each jurisdiction where the ownership or operation of its property and assets or the conduct of its business requires such qualification; (e) Licensor shall comply with any and all applicable laws and regulations relating to grant to Microsoft each of the rights herein granted. Without limiting the foregoing, Licensor warrants that (i) use of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided Licensor’s performance under this Agreement does not directlyand each Equipment Schedule; (f) there are no actions, indirectly suits or contributorily violate proceedings pending, or to the knowledge of Licensor, threatened, before any court or administrative agency, arbitrator or governmental body which would materially adversely affect its ability to perform under this Agreement; (g) to Licensor’s knowledge, no part or component of the Equipment or Licensee’s use thereof, including without limitation, the Software, infringes or violates any patent, copyright, trade secret, mask work right, trademark license or other proprietary intellectual property right of any third party; (h) Licensor has the right to grant the rights and licenses granted to Licensee under this Agreement, (iii) no other third party permissions or licenses are required for Microsoft to exercise any the Distributor Agreements executed as of the rights licensed to Microsoft hereunder with respect to date hereof are valid, binding and of full force and effect and none of the Materials and Process; parties thereto are in default thereunder and (iiij) the Process shall properly function as specified in Exhibit A in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty shall not apply to the extent a nonconformity is the result of: (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft Licensee’s right and license hereunder to use updated or modified Materials provided by Licensor and approved by Microsoft as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materials. 8.2 Personnel of Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and Equipment in accordance with the Services Planterms hereof includes the royalty-free right to use the DLP Cinema™ technology incorporated in the Equipment. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the use of the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output of the Process. 8.5 No copies of any Licensed Product Code shall be retained by Licensor.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. 1. Licensor hereby represents, warrants, represents and covenants to Microsoft that: 8.1 Licensor warrants that it has the full right and power all necessary authority to enter into this Agreement and perform according to grant the terms of this Agreementrights and license provided herein, and that it hasthe execution, and will have during the entire Term delivery or performance of this Agreement and for will not violate or cause a default under any agreement by which the period of time described in Section 15.1, Licensor is bound. Licensor has no knowledge that the right to grant to Microsoft each of Software or the use thereof infringes the intellectual property rights herein granted. Without limiting the foregoing, Licensor warrants that (i) use of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided under this Agreement does not directly, indirectly or contributorily violate any patent, copyright, trade secret, or other proprietary right of any third party. 2. Licensor owns title to the Owned Software and, to Licensor's knowledge, Licensor has valid license to the Third Party Software, in each case, free and clear of any and all liens, encumbrances, options and restrictions of every kind and description, except for any liens, encumbrances, options and restrictions that do not and will not significantly affect Licensee's and/or its Affiliates' use and enjoyment of the Software as contemplated by this Agreement. Licensor has not granted to any Person any rights to use or enjoy the Software which would have a material and adverse effect on Licensee's or its Sublicensees' use of the Software as contemplated by this Agreement. Licensor has received no notice of, and has no knowledge of, any claims (iiA) no other alleging that the Software infringe upon or otherwise violate any third party permissions party's intellectual property, or licenses are required for Microsoft to exercise (B) challenging the validity, ownership, use, enforceability, registerability and/or licensing of any of the Software. 3. Neither the entering into of this Agreement nor the granting of the licenses and rights licensed to Microsoft hereunder with respect by Licensor shall constitute or result in a violation or breach by Licensor of any judgment, order, writ, injunction or decree issued against or imposed upon it, or will result in a violation by Licensor of any applicable law, order, rule or regulation of any governmental authority which would have a material and adverse effect on Licensee's or its Sublicensees' use of the Software as contemplated by this Agreement. There are no actions, suits, litigation, proceedings or, to the Materials knowledge of Licensor, investigations pending in any court or before or by any federal, district, country, or municipal department, commission, board, bureau, agency or other governmental instrumentality, against Licensor or involving the Owned Software, or to the best of Licensor's knowledge threatened against Licensor or the Owned Software, which (A) if adversely determined could prevent, restrict or limit the granting of the licenses and Process; other rights herein granted or Licensee's or its Sublicensees' use and enjoyment of the Owned Software as contemplated by this Agreement, (iiiB) challenge or question the Process shall properly function as specified in Exhibit A validity, ownership, use, enforceability, registerability and/or licensing of the Owned Software, (C) challenge or question the validity or enforceability of this agreement or any action taken by Licensor pursuant to this Agreement, or (D) affects the Owned Software. No approval, consent, order or authorization of, or designation, registration or filing with any governmental authority, agent or entity is required in connection with the Copy Protected Discs containing Licensed Productsdue and valid execution and delivery of this Agreement by Licensor or Licensor's performance under this Agreement. The foregoing warranty shall not apply to 4. To Licensor's knowledge, the extent a nonconformity is Owned Software will be free, at the result of: (a) modification time of receipt by Licensee, of any computer virus, software locks or other such unauthorized code. Unauthorized code includes harmful programs or data incorporated into the Owned Software which destroys, erases, damages or otherwise disrupts the normal operation of the Materials made Owned Software or other than programs, hardware or systems utilized by Licensor; (b) failure Licensee. Unauthorized code also includes any mechanism, such as password checking, CPU serial number checking or time dependency, that could hinder Licensee's freedom to fully exercise its rights under this Agreement. 5. Licensor shall notify Licensee promptly if Licensor becomes aware of Microsoft to use updated any event, circumstance, transaction or modified Materials provided by occurrence that would make any of the representations or warranties of Licensor and approved by Microsoft contained in this Agreement not true in any respect. 6. Except as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materials. 8.2 Personnel of Article XI.B hereof, Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Plan. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the use of the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with shall (A) vigorously challenge and defend any and all import suits, causes of action and export laws and regulations other claims of all jurisdictions third parties in which it imports and exports regards to the Materials or output validity, ownership, use, enforceability, registerability and/or licensing of any of the Process. 8.5 No copies of Owned Software, and (2) pursue any Licensed Product Code shall be retained by Licensor.and all actions in regards to any actual or potential misuse or misappropriation of, or any actual or potential infringement of, the Owned Software. B.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Except as set forth in Exhibit C to this Agreement: 9.2.1 Licensor hereby representsrepresents and warrants to Licensee that, warrantsas of the Effective Date: (a) there is no pending litigation, or litigation that has been threatened in writing, which alleges, or any written communication alleging, that Licensor’s activities with respect to the research, Development or manufacture of the Licensed Compounds prior to the Effective Date have infringed or misappropriated, or would infringe or misappropriate, any of the intellectual property rights of any Third Party, and covenants to Microsoft that:Licensor’s Knowledge, the research, Development or manufacture of the Licensed Compounds prior to the Effective Date did not infringe or misappropriate any Third Party rights. 8.1 (b) no Third Party has challenged in writing the ownership, scope, duration, validity, enforceability, priority or right to use any Licensor Patent Rights (including, by way of example, through the institution of or written threat of institution of interference, inter partes review, reexamination, protest, opposition, nullity or similar invalidity proceeding before the United States Patent and Trademark Office or any foreign patent authority or court) or Licensor Know-How, (c) there is no actual, pending, or, to Licensor’s Knowledge, alleged or threatened in writing, adverse interferences or governmental investigations or suits involving the Licensed Compounds; (d) no Licensor Patents or Licensor Know-How has been licensed to Licensee from any Third Party that Licensor does not Control and which is material to the Development of the Licensed Compound as contemplated by the Development Plan; (e) to Licensor’s Knowledge, it has complied with all applicable Laws in the Development of the Licensed Compounds prior to the Effective Date; (f) except for the patent and patent applications that have been abandoned prior to the Effective Date, all fees required to be paid by Licensor in any jurisdiction in order to maintain the Patent Rights licensed to Licensee hereunder have, to Licensor’s Knowledge, been timely paid as of the Effective Date and, to Licensor’s Knowledge, the claims included in any issued patents included in such Patent Rights are in full force and effect as of the Effective Date; (g) Licensor has the full right and power to enter into and perform according unencumbered title to the terms of this AgreementTransferred Material and sufficient right under the Licensed Patent Rights and Licensor Know-How to grant the licenses to Licensee as purported to be granted hereunder, and that it hashas not previously assigned, and will have during the entire Term of this Agreement and for the period of time described in Section 15.1transferred, the right to grant to Microsoft each of the rights herein granted. Without limiting the foregoing, Licensor warrants that (i) use of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided under this Agreement does not directly, indirectly or contributorily violate any patent, copyright, trade secretconveyed, or granted any license or other proprietary right rights to its right, title and interest in the Licensed Patent Rights or the Licensor Know-How, in any way that would materially conflict with or materially limit the scope of any third party, (ii) no other third party permissions or licenses are required for Microsoft to exercise any of the rights licensed or licenses granted to Microsoft hereunder with respect to Licensor hereunder; (h) Licensor solely owns all the Materials rights, title and Process; interest in the Licensed Patent Rights and the Licensed Patent Rights are free of any lien or security interest; (iiii) the Process shall properly function as specified in Exhibit A in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty shall not apply to the extent a nonconformity is the result of: (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided by Licensor and approved by Microsoft except as set forth in Exhibit A, Licensor and its Affiliates do not own or control any other Patent Rights that are necessary or, to Licensor’s Knowledge and reasonable belief as of the Effective Date, reasonably useful to carry out the Development (including manufacture) of Licensed Compounds and/or Licensed Products as contemplated by the Development Plan attached as Exhibit B hereto; and (j) subject to Section 6 (provided 3.1.2, to Licensor’s Knowledge, the documents, data and information that this subsection (b) are included in the Licensor Know-How transferred to Licensee pursuant to Section 3.1 comprise all of the Know-How Controlled by Licensor that is reasonably necessary for the manufacture of Licensed Property. 9.2.2 Licensor covenants that it shall not apply license, sell, assign or otherwise transfer to any person (including any Affiliate of Licensor) any Licensed Products Property or any Licensed Know-How, or assign or otherwise transfer any of its rights or obligations thereunder to any person (including any Affiliate of Licensor) (or offer or agree to do any of the foregoing) in existence prior any manner that would have a material adverse impact on the rights granted to Licensee under this Agreement, except to the time Microsoft could reasonably implement extent permitted by, and in compliance with, Section 15.4. In addition, Licensor hereby covenants and agrees that after the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materials. 8.2 Personnel of Effective Date Licensor shall be available use commercially reasonable efforts to consult not incur or permit to exist (and to cause each of its Affiliates not to incur or permit to exist), with respect to the Materials and Process with Microsoft and its personnelany Licensed Property or any Licensed Know-How, at such times and for such periods as Microsoft may reasonably request any lien, encumbrance, or security interest (including in connection with any indebtedness) in any manner that would have a material adverse impact on the Services. All Services shall be performed in a professional manner and shall be of a high graderights granted to Licensee under this Agreement, nature and quality except to the extent permitted by, and in accordance with the Services Plancompliance with, Section 15.4. 8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with. 8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the use of the Materials to manufacture Licensed Products will not cause export from the United States of such Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba to be subject to any such export license requirements or other restrictions. Microsoft agrees that it will comply with all import and export laws and regulations of all jurisdictions in which it imports and exports the Materials or output of the Process. 8.5 No copies of any Licensed Product Code shall be retained by Licensor.