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

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. 1. Licensor represents and warrants that it has all necessary authority to enter into this Agreement and to grant the rights and license provided herein, and that the execution, delivery or performance of this Agreement will not violate or cause a default under any agreement by which the Licensor is bound. Licensor has no knowledge that the Software or the use thereof infringes the intellectual property rights 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 (A) alleging that the Software infringe upon or otherwise violate any third party's intellectual property, or (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 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 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 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 other rights herein granted or Licensee's or its Sublicensees' use and enjoyment of the Owned Software as contemplated by this Agreement, (B) challenge or question the 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 due and valid execution and delivery of this Agreement by Licensor or Licensor's performance under this Agreement. 4. To Licensor's knowledge, the Owned Software will be free, at the 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 Owned Software or other programs, hardware or systems utilized by 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 any 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. 6. Except as set forth in Article XI.B hereof, Licensor agrees that it shall (A) vigorously challenge and defend any and all suits, causes of action and other claims of third parties in regards to the validity, ownership, use, enforceability, registerability and/or licensing of any of the Owned Software, and (2) pursue any 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. 1. (a) Licensor represents has full legal right, license, power and warrants that it has authority, free of all necessary authority judgments, claims and restrictions, to enter into and fully perform its obligations under this Agreement. (b) Neither this Agreement and to grant nor the performance hereunder or fulfillment hereof by any party will, at any time, infringe upon the rights and license provided herein, and that the execution, delivery of any other entity or performance of this Agreement will not violate or cause a default under any agreement by which the Licensor is bound. person. (c) Licensor has no knowledge that of any claim which would interfere with the Software rights or obligations licensed, transferred or granted in this Agreement to LICENSEE. (d) Neither the use thereof infringes 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. 2. Licensor owns title party or entity. (e) The royalties payable to the Owned Software andLicensor by LICENSEE shall be inclusive of all monies payable to any party having contributed services or rights or otherwise having an interest in the film including but limited to any actors, to Licensor's knowledgeproducers, directors, photographers, and copyrights owners. (f) The Licensor has valid license to hereby confirms that it is 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 responsibility of the Software Licensor not LICENSEE to pay any other royalties as contemplated a result of the exploitation of the rights granted by LICENSEE hereunder and that any such royalties shall be considered an off the top expense against any royalty payments to LICENSEE. (g) LICENSEE has no obligation to Licensor except as provided in this Agreement. . (h) Licensor has not granted to any Person any rights to use done, nor will it do 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 ofauthorize, any claims (A) alleging that the Software infringe upon person or otherwise violate any third party's intellectual propertyentity to do anything inconsistent with or which might diminish, impair or (B) challenging the validity, ownership, use, enforceability, registerability and/or licensing of interfere with any of the Softwarerights or obligations licensed, transferred or granted to LICENSEE in this Agreement. 3. Neither (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 entering into provisions of this Agreement nor 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 granting of the licenses Film; and rights hereunder by Licensor shall constitute or result in a violation or breach by Licensor of (iii) 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 knowledge of Licensor, investigations pending inaccuracy in any court representation 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 other rights herein granted or Licensee's or its Sublicensees' use and enjoyment of the Owned Software as contemplated by this Agreement, (B) challenge or question the 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 due and valid execution and delivery of this Agreement by Licensor or Licensor's performance under this Agreement. 4. To Licensor's knowledge, the Owned Software will be free, at the 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 Owned Software or other programs, hardware or systems utilized by 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 any event, circumstance, transaction or occurrence that would make any of the representations or warranties warranty of Licensor contained in this Agreement not true in any respect. Paragraph 6. Except as set forth in Article XI.B hereof, Licensor agrees that it shall (A) vigorously challenge and defend any and all suits, causes of action and other claims of third parties in regards to the validity, ownership, use, enforceability, registerability and/or licensing of any of the Owned Software, and (2) pursue any 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. 1. Except as set forth in Exhibit C to this Agreement: 9.2.1 Licensor represents and warrants to Licensee that, as of the Effective Date: (a) there is no pending litigation, or litigation that it has all necessary authority been threatened in writing, which alleges, or any written communication alleging, that Licensor’s activities with respect to enter into this Agreement and the research, Development or manufacture of the Licensed Compounds prior to grant the rights and license provided hereinEffective Date have infringed or misappropriated, and that the executionor would infringe or misappropriate, delivery or performance any of this Agreement will not violate or cause a default under any agreement by which the Licensor is bound. Licensor has no knowledge that the Software or the use thereof infringes the intellectual property rights of any third party. 2. Licensor owns title Third Party, and to Licensor’s Knowledge, the research, Development or manufacture of the Licensed Compounds prior to the Owned Software Effective Date did not infringe or misappropriate any Third Party rights. (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’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 full unencumbered title to the Transferred 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 has not previously assigned, transferred, conveyed, or granted any license or other 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 of the rights or licenses granted to Licensor hereunder; (h) Licensor solely owns all the rights, title and interest in the Licensed Patent Rights and the Licensed Patent Rights are free of any lien or security interest; (i) except as set forth in Exhibit A, 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 its Affiliates do not own or control any other Patent Rights that are necessary or, to Licensor’s Knowledge and will not significantly affect Licensee's and/or its Affiliates' use and enjoyment reasonable belief as of the Software Effective Date, reasonably useful to carry out the Development (including manufacture) of Licensed Compounds and/or Licensed Products as contemplated by this Agreement. the Development Plan attached as Exhibit B hereto; and (j) subject to Section 3.1.2, to Licensor’s Knowledge, the documents, data and information that are included in the Licensor has 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 granted license, sell, assign or otherwise transfer to any Person person (including any Affiliate of Licensor) any Licensed Property or any Licensed Know-How, or assign or otherwise transfer any of its rights or obligations thereunder to use any person (including any Affiliate of Licensor) (or enjoy offer or agree to do any of the Software which foregoing) in any manner that would have a material and adverse effect impact on Licensee's or its Sublicensees' use of the Software as contemplated by rights granted to Licensee under this Agreement. Licensor has received no notice of, except to the extent permitted by, and has no knowledge ofin compliance with, Section 15.4. In addition, Licensor hereby covenants and agrees that after the Effective Date Licensor shall use commercially reasonable efforts to not incur or permit to exist (and to cause each of its Affiliates not to incur or permit to exist), with respect to any Licensed Property or any Licensed Know-How, any claims (A) alleging that the Software infringe upon or otherwise violate any third party's intellectual propertylien, encumbrance, or security interest (Bincluding in connection with any indebtedness) challenging the validity, ownership, use, enforceability, registerability and/or licensing of in any of the Software. 3. Neither the entering into of this Agreement nor the granting of the licenses 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 will result in a violation by Licensor of any applicable law, order, rule or regulation of any governmental authority which manner that would have a material and adverse effect impact on Licensee's or its Sublicensees' use of the Software as contemplated by this Agreement. There are no actions, suits, litigation, proceedings or, rights granted 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 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 other rights herein granted or Licensee's or its Sublicensees' use and enjoyment of the Owned Software as contemplated by Licensee under this Agreement, (B) challenge or question the 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 due and valid execution and delivery of this Agreement by Licensor or Licensor's performance under this Agreement. 4. To Licensor's knowledge, the Owned Software will be free, at the 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 Owned Software or other programs, hardware or systems utilized by 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 any 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. 6. Except as set forth in Article XI.B hereof, Licensor agrees that it shall (A) vigorously challenge and defend any and all suits, causes of action and other claims of third parties in regards except to the validity, ownership, use, enforceability, registerability and/or licensing of any of the Owned Softwareextent permitted by, and (2) pursue any and all actions in regards to any actual or potential misuse or misappropriation ofcompliance with, or any actual or potential infringement of, the Owned Software. B.Section 15.4.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. 1. Licensor represents represents, warrants and warrants covenants that it (i) Licensor is and shall be the owner of the entire right, title, and interest in and to Licensed IP; (ii) Licensor has all necessary the sole right and authority to enter into this Agreement and to grant the rights and license provided herein, and that licenses hereunder; (iii) the execution, delivery or and performance of this Agreement will not violate or cause a default under any agreement by which the Licensor is bound. Licensor has no knowledge that the Software or the use thereof infringes the intellectual property rights 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 (A) alleging that the Software infringe upon or otherwise violate any third party's intellectual property, or (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 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 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 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 other rights herein granted or Licensee's or its Sublicensees' use and enjoyment of the Owned Software as contemplated by this Agreement, (B) challenge or question the 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 due and valid execution and delivery of this Agreement by Licensor or have been duly authorized by all necessary corporate action of Licensor's performance under this Agreement. 4. To Licensor's knowledge, the Owned Software will be free, at the 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 Owned Software or other programs, hardware or systems utilized by 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 any event, circumstance, transaction or occurrence that would make any of the representations or warranties of Licensor contained in ; (iv) this Agreement constitutes a legal, valid and binding agreement of Licensor, enforceable against Licensor in accordance with its terms, except as limited by bankruptcy, insolvency, receivership and similar creditor’s rights laws in effect from time to time; (v) Licensor has not true previously granted and will not grant any rights in the Licensed IP that are inconsistent with the rights and license granted to Licensee herein; (vi) Licensor is not subject to any respect. 6. Except as set forth in Article XI.B hereof, Licensor agrees that it shall (A) vigorously challenge and defend any and all suits, causes of action and other claims of third parties in regards alleging infringement or violation of such third parties’ Intellectual Property Rights or that otherwise challenge or call into question the rights of Licensor to grant to Licensee the rights and license hereunder; (vii) to the validitybest of its knowledge, ownershipexcept for the Licensed Patents, as of the Effective Date, Licensor does not own or control any patent or patent application (including any invention disclosure or draft patent application for which a patent application is intended to be filed) the claims of which would dominate any practice of the Licensed IP in the Field; (vi) Licensor shall take all necessary actions to ensure that Licensee at all times owns, is exclusively licensed or otherwise possesses all Licensor Intellectual Property Rights necessary to design, develop, manufacture, use, enforceabilitysell, registerability and/or licensing of any of offer for sale, lease, import, promote, market, distribution, commercialize, maintain and support Licensed Products within the Owned SoftwareField, and to offer, deliver, provide, promote, market, distribute or commercialize the Licensed Services within the Field, and to otherwise conduct the IBS Business (2as defined in the Investment Agreement) pursue as presently conducted or as proposed to be conducted (as reflected in any projections provided by ScanTech Holdings to the Investor); and all actions in regards (vii) with respect to any actual information of Licensee that constitutes Confidential Information or potential misuse or misappropriation ofa Trade Secret, or any actual or potential infringement of, Licensor will maintain the Owned Software. B.confidentiality of and treat such information in accordance with the provisions of Article 4 of this Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. 1. Licensor represents represents, warrants and warrants that it has all necessary authority covenants to enter into this Agreement and to grant Elanco, as of the rights and license provided hereinEffective Date, and that except as otherwise specified, at all times during the executionTerm, delivery that: 11.2.1 [***], the manufacture, use or performance sale of Product as contemplated by this Agreement will not violate constitute an infringement, unauthorized use or cause a default under misappropriation claim or threatened infringement of any agreement by which the Licensor is bound. 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 Effective Date who is not listed as an inventor on such Licensor Patent; 11.2.2 Licensor shall use Commercially Reasonable Efforts to manufacture or have manufactured the Product in accordance with the terms and conditions of this Agreement, the Supply Agreement and the Quality Agreement and any ancillary agreements that Parties may execute with respect to the Software manufacture and supply of Product, and will manufacture and supply, or have manufactured and have supplied to Elanco, Product pursuant to such agreements that conforms to the use thereof infringes specifications therefor as mutually agreed upon in writing by the Parties, GxP and all Applicable Laws that are specified in such agreements. 11.2.3 as of the Effective Date there is no pending litigation that alleges, and no officer of Licensor has received any notice threatening such litigation, that Licensor’s activities relating to the Product violate or would violate any intellectual property rights of any third party. 2. Licensor owns title Third Party; 11.2.4 [***], except pursuant to the Owned Software 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 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 ’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 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 complete in all material respects; 11.2.8 as of the Effective Date, 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 Licensor Patent Rights; 11.2.10 [***], Licensor has valid license taken reasonable steps to protect the Third Party Softwareconfidentiality of Licensor Know-How; and 11.2.11 as of the Effective Date, in each caseand during the Term, 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 Licensor will not significantly affect Licensee's and/or its Affiliates' use and enjoyment terminate the [***] or take any action, or fail to take any action that would be reasonably 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 by Aratana, would constitute a [***] (an “[***]”). In the event Licensor receives notice from [***] alleging [***] of the Software as contemplated by this Agreement[***] which Licensor believes may be predominantly based on [***], 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 has shall not granted be deemed to any Person any rights to use or enjoy be in [***] of this Section 11.2.11 if (i) the Software which would have a material [***] cannot be cured within the cure period 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 (A) alleging that the Software infringe upon or otherwise violate any third party's intellectual propertyis an Elanco Activity, or (Bii) challenging the validity[***] could be cured and is [***], ownershiphowever, use, enforceability, registerability and/or licensing of any of the SoftwareElanco has not cooperated good faith with Licensor to cure such alleged [***]. 3. Neither the entering into of this Agreement nor the granting of the licenses 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 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 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 other rights herein granted or Licensee's or its Sublicensees' use and enjoyment of the Owned Software as contemplated by this Agreement, (B) challenge or question the 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 due and valid execution and delivery of this Agreement by Licensor or Licensor's performance under this Agreement. 4. To Licensor's knowledge, the Owned Software will be free, at the 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 Owned Software or other programs, hardware or systems utilized by 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 any 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. 6. Except as set forth in Article XI.B hereof, Licensor agrees that it shall (A) vigorously challenge and defend any and all suits, causes of action and other claims of third parties in regards to the validity, ownership, use, enforceability, registerability and/or licensing of any of the Owned Software, and (2) pursue any 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. 1. Licensor represents represents, warrants and warrants that it 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 has all necessary corporate power and authority to enter into this Agreement Agreement, to carry out its obligations hereunder and to grant consummate the rights and license provided herein, and that the transactions contemplated hereby. (b) The execution, delivery or and performance of this Agreement will have been duly authorized by all requisite corporate action on the part of Licensor. (c) This Agreement has been duly executed and delivered by Licensor, and constitutes legal, valid and binding obligations of Licensor, enforceable against Licensor in accordance with its terms. (d) Licensor owns or has the right to grant all of the Intellectual Property Rights to the Licensed Intellectual Property as necessary or appropriate in order to grant to Licensee the rights described in this Agreement. (e) The Licensed Intellectual Property (including, without limitation, the Licensed Know-How) does not infringe upon, misappropriate or violate or cause a default under any agreement by which the Intellectual Property Right of any Person. la-1107136 (f) Licensor is bound. Licensor has no knowledge that the Software or the use thereof infringes the intellectual property not aware of any rights of any third party. 2. other Person that would be infringed, misappropriated and/or violated by Licensee’s use and exploitation of the Licensed Intellectual Property. (g) 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 is not aware of any and all liensPerson that is in any way infringing upon, 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 misappropriating and/or its Affiliates' use and enjoyment of violating 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 (A) alleging that the Software infringe upon or otherwise violate any third party's intellectual property, or (B) challenging the validity, ownership, use, enforceability, registerability and/or licensing of any of the SoftwareLicensed Intellectual Property. 3. Neither the entering into of this Agreement nor the granting of the licenses and rights hereunder by (h) There is no action, suit, proceeding, office action or other claim pending or threatened against 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 knowledge of Licensor, investigations pending any other Person, involving or relating to the Licensed Intellectual Property. There is no order, decree or judgment in any court effect that affects the Licensed Intellectual Property and/or the ability of Licensor to execute and deliver this Agreement or before or by any federalperform its obligations hereunder. There is no action, districtsuit, country, or municipal department, commission, board, bureau, agency proceeding or other governmental instrumentality, against Licensor claim pending or involving the Owned Software, or to the best of Licensor's knowledge threatened against Licensor or the Owned Softwareany of its officers, which (A) directors or shareholders which, if adversely determined could preventsuccessfully pursued against Licensor or such officers, restrict directors or limit the granting of the licenses and other rights herein granted or Licensee's or shareholders, would prevent Licensor from performing its Sublicensees' use and enjoyment of the Owned Software as contemplated by this Agreement, (B) challenge or question the 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 obligations under 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 due and valid execution and delivery of this Agreement by Licensor or Licensor's performance under this Agreement. 4. To Licensor's knowledge, the Owned Software will be free, at the 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 Owned Software or other programs, hardware or systems utilized by 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 any event, circumstance, transaction or occurrence that would make cause any of the representations or warranties of made by Licensor contained in this Agreement not true 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) Neither the execution and delivery by Licensor of this Agreement nor the performance by Licensor of its duties and obligations hereunder will conflict with, or result in any respect. 6. 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 obligation or to loss of a material benefit under, any provision of (i) the organizational and governance documents of Licensor, (ii) any Contract to which Licensor is a party or by which any of its properties or assets is bound or (iii) any Judgment or Law applicable to 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 execution, delivery and 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 as set forth in Article XI.B hereoffor the interests of Licensor under the MS-Laredo License, Licensor agrees that it shall (A) vigorously challenge and defend any and all suitshas no right, causes of action and other claims of third parties title or interest in regards or to the validity, ownership, use, enforceability, registerability and/or licensing of any of the Owned SoftwareMS Intellectual Property and as between MS and Licensor, MS owns all right, title and (2) pursue any interest in and all actions in regards to any actual or potential misuse or misappropriation of, or any actual or potential infringement of, the Owned SoftwareMS Intellectual Property. B.la-1107136

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. 1. 5.1.1 Licensor represents represents, warrants, and warrants covenants to the Licensee that it has the following statements are true and correct, and acknowledges and confirms that Licensee is relying on such representations and warranties in connection with its execution and delivery of this Agreement and in meeting the obligations set out in this Agreement: (a) Licensor is a corporation duly formed and validly existing under the laws of its jurisdiction of formation; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder have been properly authorized by all necessary corporate action on the part of Licensor; (c) this Agreement constitutes a legal, 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 grant complete the rights and license provided hereintransactions contemplated hereunder; (e) there is no action or proceeding pending or threatened against it before any court, and administrative body or other tribunal which would have an adverse material effect on its ability to perform its obligations hereunder; (f) any obligations, contractual 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 Person, is required in connection with the execution, delivery or performance of this Agreement will not violate or cause a default under any agreement by which the Licensor is bound. Licensor has no knowledge that the Software or the use thereof infringes the intellectual property rights 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 lienssuch consent, encumbrancesapproval, options and restrictions filing or notice that do would not and will not significantly affect Licensee's and/or have a materially adverse effect on either Party’s ability to perform its Affiliates' use and enjoyment obligations under this Agreement; (h) as of the Software as contemplated by this Agreement. Effective Date, Licensor has not granted been and it is not currently subject to any Person any rights to use bankruptcy event or enjoy insolvency, liquidation or dissolution for the Software which would have a material and adverse effect on Licensee's or benefit of its Sublicensees' use of the Software as contemplated by this Agreement. Licensor has received no notice of, and has no knowledge of, any claims (A) alleging that the Software infringe upon creditors or otherwise violate any third party's intellectual property, or and Licensee is able to satisfy its liabilities as they become due; and (Bi) challenging Licensor will use commercially reasonable efforts to protect the validity, ownership, use, enforceability, registerability and/or licensing of any of Defined Intellectual Property Rights from unauthorized use in the SoftwareTerritory. 3. Neither the entering into of this Agreement nor the granting of the licenses 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 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 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 other rights herein granted or Licensee's or its Sublicensees' use and enjoyment of the Owned Software as contemplated by this Agreement, (B) challenge or question the 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 due and valid execution and delivery of this Agreement by Licensor or Licensor's performance under this Agreement. 4. To Licensor's knowledge, the Owned Software will be free, at the 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 Owned Software or other programs, hardware or systems utilized by 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 any 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. 6. Except as set forth in Article XI.B hereof, Licensor agrees that it shall (A) vigorously challenge and defend any and all suits, causes of action and other claims of third parties in regards to the validity, ownership, use, enforceability, registerability and/or licensing of any of the Owned Software, and (2) pursue any 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. 1. Licensor represents hereby represents, warrants and warrants covenants to Licensee that it has all necessary authority to enter into this Agreement and to grant the rights and license provided herein, and that (a) the execution, delivery or and performance of this Agreement have been, and each Equipment Schedule hereafter executed by Licensor will not violate or cause a default under be, duly authorized by all necessary corporate action on the part of 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 by which the of Licensor enforceable in accordance with its terms; (d) Licensor is bound. Licensor has no knowledge that in good standing in the Software jurisdiction of its organization and in each jurisdiction where the ownership or operation of its property and assets or the use thereof infringes the intellectual property rights conduct of its business requires such qualification; (e) Licensor shall comply with any third party. 2. Licensor owns title to the Owned Software and, and all applicable laws and regulations relating 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 (A) alleging that the Software infringe upon or otherwise violate any third party's intellectual property, or (B) challenging the validity, ownership, use, enforceability, registerability and/or licensing of any of the Software. 3. Neither the entering into of performance under this Agreement nor the granting of the licenses 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 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 each Equipment Schedule; (f) there are no actions, suitssuits or proceedings pending, litigation, proceedings or, or to the knowledge of Licensor, investigations pending in threatened, before any court or before administrative agency, arbitrator 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 body which would materially adversely affect its ability to the best of perform under this Agreement; (g) to Licensor's knowledge threatened against Licensor after due inquiry, no part or the Owned Software, which (A) if adversely determined could prevent, restrict or limit the granting component of the licenses and other rights herein granted Equipment or Licensee's use thereof, including without limitation, the Software, infringes or its Sublicensees' use violates any patent, copyright, trade secret, mask work right, trademark license or other intellectual property right of any third party; (h) Licensor has the right to grant the rights and enjoyment of the Owned Software as contemplated by licenses granted to Licensee under this Agreement, (Bi) challenge or question the validity, ownership, use, enforceability, registerability and/or licensing Distributor Agreements executed as of the Owned Softwaredate hereof are valid, binding and of full force and effect and none of the parties thereto are in default thereunder and (Cj) challenge or question Licensee's right and license hereunder to use 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 Equipment in connection accordance with the due and valid execution and delivery of this Agreement by Licensor or Licensor's performance under this Agreement. 4. To Licensor's knowledge, terms hereof includes the Owned Software will be free, at royalty-free right to use the time of receipt by Licensee, of any computer virus, software locks or other such unauthorized code. Unauthorized code includes harmful programs or data DLP Cinema(TM) technology incorporated into in the Owned Software which destroys, erases, damages or otherwise disrupts the normal operation of the Owned Software or other programs, hardware or systems utilized by 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 any 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. 6. Except as set forth in Article XI.B hereof, Licensor agrees that it shall (A) vigorously challenge and defend any and all suits, causes of action and other claims of third parties in regards to the validity, ownership, use, enforceability, registerability and/or licensing of any of the Owned Software, and (2) pursue any 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.Equipment.