Common use of Covenants of Licensor Clause in Contracts

Covenants of Licensor. In addition to and without limiting any other covenants contained in this Agreement, Licensor, on behalf of itself and its Affiliates, further covenants as follows: (a) it will not enter into any agreement that would materially impair or conflict with its obligations hereunder; (b) other than with respect to any debt or similar financing, it will not pledge the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents or otherwise encumber the Patents; (c) in the event it transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor and to take the Patents subject to the Patent License granted by Licensor hereunder and subject to any sublicense (and release) granted by RPX in accordance with Section 1; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (d) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, of any country in which Licensor is subject to taxation, as the result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; (f) following the Effective Date, neither Licensor nor any of its Affiliates will ▇▇▇ or threaten to ▇▇▇ (or instruct, encourage, or aid a third party to ▇▇▇ or threaten to ▇▇▇) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or any other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, and neither Licensor nor its Affiliates will ▇▇▇ or threaten to ▇▇▇ (or instruct, encourage, or aid a third party to ▇▇▇ or threaten to ▇▇▇) any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, with respect to any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Product and Service; (g) following the Effective Date, in the event that RPX provides written notice to Licensor that Licensor has sued or threatened to ▇▇▇ (or instructed, encouraged, or aided a third party to ▇▇▇ or threaten to ▇▇▇) any Entity in violation of Section 3(f), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any such lawsuit (or other adversarial proceeding), and, to the extent Licensor fails to take such action within five (5) days following the written notice from RPX, Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or lawsuit; (h) after the Effective Date, Licensor shall not acquire any right, title or interest in, or exclusive license rights under, any patents or patent applications other than the Patents; and (i) Licensor shall give RPX prompt written notice of any license under any Patents or covenants not to ▇▇▇ under any Patents, which notice shall include any identification of the party involved and confirmation of whether any license or covenant under any Patents has been granted by Licensor. Section 4. Disclaimers, Indemnification and Releases 4.1 Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3 ABOVE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NEITHER PARTY GIVES THE OTHER PARTY ANY ASSURANCE: (A) REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY, OF ANY PATENT, OR (B) THAT THE MANUFACTURE, USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION, OR OTHER DISTRIBUTION OF ANY LICENSED PRODUCT AND SERVICE DISCLOSED AND CLAIMED IN ANY PATENT BY ANY LICENSEE, SUBLICENSEE OR ANYONE ELSE WILL OR WILL NOT CONSTITUTE AN INFRINGEMENT OF SUCH RIGHTS OR ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSONS OR ENTITIES. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.2.

Covenants of Licensor. In addition to Licensor warrants, represents and without limiting any other covenants contained in this Agreement, Licensor, on behalf of itself and its Affiliates, further covenants as follows: that: (a) it Licensor has, and will continue to have, the legal right to enter into this Agreement and to assume the obligations hereunder and that there are no, and Licensor will not enter into during the term hereof, contracts, agreements or understandings with anyone which that in any agreement way restrict or prevent it from performing its obligations under this Agreement. (b) During the term of this Agreement, Licensor will not market, sell or distribute, nor license any third party to market, sell or distribute, the Licensed Products to Permitted Channels of Trade in the Territory bearing the Licensed Marks, except as provided in this Agreement. (c) Licensor (i) is the sole and exclusive owner of and has good title to the Licensed Marks and has the full and sufficient right and authority to grant to Licensee the rights and privileges granted hereby and (ii) has not granted any option, right, privileges or license to any third parties that would materially impair interfere or conflict with its obligations the rights and privileges granted to Licensee hereunder; . (bd) other than with respect to any debt or similar financingExcept as set forth in Section 9.5(b) of SCHEDULE A hereto, it will not pledge the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents knowledge of Licensor, no claims or otherwise encumber the Patents; (c) actions have been asserted or are pending or threatened overtly in the event it transfers, assigns writing against Licensor or conveys any interest in and to the Patents to against any third party (including i) based upon or challenging or seeking to expressly deny or restrict the use of any Affiliatesof the Licensed Marks, (ii) other than to RPX alleging expressly that any products manufactured or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement sold by Licensor and to take the Patents subject to the Patent License granted by Licensor hereunder and subject to infringe on any sublicense (and release) granted by RPX in accordance with Section 1; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (d) it shall take all commercially reasonable actions to maintain and defend the Patentspatent, including without limitation timely paying all maintenance feestrademark, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, of any country in which Licensor is subject to taxation, as the result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; (f) following the Effective Date, neither Licensor nor any of its Affiliates will ▇▇▇ or threaten to ▇▇▇ (or instruct, encourage, or aid a third party to ▇▇▇ or threaten to ▇▇▇) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliatecopyright, or any other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under right of any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, and neither Licensor nor its Affiliates will ▇▇▇ or threaten to ▇▇▇ (or instruct, encourage, or aid a third party to ▇▇▇ or threaten to ▇▇▇(iii) any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after alleging expressly that the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, with respect to any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Product and Service; (g) following the Effective Date, in the event that RPX provides written notice to Licensor that Licensor has sued or threatened to ▇▇▇ (or instructed, encouraged, or aided a third party to ▇▇▇ or threaten to ▇▇▇) any Entity in violation of Section 3(f), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any such lawsuit (or other adversarial proceeding), and, to the extent Licensor fails to take such action within five (5) days following the written notice from RPX, Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result use of such threat Licensed Marks does or lawsuit; (h) after may infringe upon the Effective Date, Licensor shall not acquire any right, title or interest in, or exclusive license rights under, any patents or patent applications other than the Patents; and (i) Licensor shall give RPX prompt written notice of any license under any Patents or covenants not to ▇▇▇ under any Patents, which notice shall include any identification of the party involved and confirmation of whether any license or covenant under any Patents has been granted by Licensor. Section 4. Disclaimers, Indemnification and Releases 4.1 Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3 ABOVE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NEITHER PARTY GIVES THE OTHER PARTY ANY ASSURANCE: (A) REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY, OF ANY PATENT, OR (B) THAT THE MANUFACTURE, USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION, OR OTHER DISTRIBUTION OF ANY LICENSED PRODUCT AND SERVICE DISCLOSED AND CLAIMED IN ANY PATENT BY ANY LICENSEE, SUBLICENSEE OR ANYONE ELSE WILL OR WILL NOT CONSTITUTE AN INFRINGEMENT OF SUCH RIGHTS OR ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSONS OR ENTITIES. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.2third party.

Covenants of Licensor. In addition Licensor represents and warrants to and without limiting any other covenants contained Licensee that during the term of this Agreement in this Agreement, Licensor, on behalf of itself and its Affiliates, further covenants as follows: the Territory: (a) it Licensor has, and will continue to have, the legal right to enter into this Agreement and to assume the obligations hereunder and that there are no (and Licensor shall not enter into during the term hereof), contracts, agreements or understandings with anyone which would in any agreement that would materially impair way restrict or conflict with prevent it from performing its obligations hereunder; during the term of this Agreement; (b) other than with respect to any debt or similar financing, it Licensor will not pledge harm, misuse or bring into disrepute the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach Licensed Material, but, on the contrary, will maintain the value and reputation thereof to the Patents or otherwise encumber the Patentsbest of its ability; and (c) in To Licensor’s knowledge (i) it is owner of the event Licensed Material and it transfershas the full and sufficient right and authority to grant to Licensee the rights and privileges granted hereby; (ii) the Licensed Material has not been used under circumstances that have caused the loss of the rights therein; (iii) the Licensed Material is not known to infringe upon or interfere with any valid and enforceable patents, assigns trademarks, trade dress, trade secret or conveys any interest in and to the Patents to other intellectual property right of any third party party; (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor and to take the Patents subject to the Patent License granted by Licensor hereunder and subject to any sublicense (and release) granted by RPX in accordance with Section 1; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (div) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, is not aware of any country in which Licensor is subject to taxation, as claim or assertion that the result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; (f) following the Effective Date, neither Licensor nor any of its Affiliates will ▇▇▇ or threaten to ▇▇▇ (or instruct, encourage, or aid a third party to ▇▇▇ or threaten to ▇▇▇) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or any other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, and neither Licensor nor its Affiliates will ▇▇▇ or threaten to ▇▇▇ (or instruct, encourage, or aid a third party to ▇▇▇ or threaten to ▇▇▇) any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicableLicensed Material, with respect to Products, infringes upon or interferes with any such RPX Member’svalid and enforceable patents, RPX Licensee’strade dress, or RPX Licensee Affiliate’s Licensed Product and Service; (g) following the Effective Date, in the event that RPX provides written notice to Licensor that Licensor has sued or threatened to ▇▇▇ (or instructed, encouraged, or aided a third party to ▇▇▇ or threaten to ▇▇▇) any Entity in violation of Section 3(f), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any such lawsuit (trade secret or other adversarial proceeding)intellectual property right of any third party; and (v) it has not granted any option, andright, privileges or license to any third parties which interfere or conflict with the extent Licensor fails rights and privileges granted to take such action within five Licensee hereby. (5d) days following the written notice from RPX, Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or lawsuit; (h) after the Effective Date, Licensor shall not acquire enter into negotiations or discussions with any right, title third-party regarding ownership or interest in, or exclusive license rights under, any patents or patent applications other than the Patents; and (i) Licensor shall give RPX prompt written notice of any license under any Patents or covenants not to ▇▇▇ under any Patents, which notice shall include any identification use of the party involved and confirmation Licensed Material during the Term of whether any license or covenant under any Patents has been granted by Licensor. Section 4. Disclaimers, Indemnification and Releases 4.1 Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3 ABOVE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NEITHER PARTY GIVES THE OTHER PARTY ANY ASSURANCE: (A) REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY, OF ANY PATENT, OR (B) THAT THE MANUFACTURE, USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION, OR OTHER DISTRIBUTION OF ANY LICENSED PRODUCT AND SERVICE DISCLOSED AND CLAIMED IN ANY PATENT BY ANY LICENSEE, SUBLICENSEE OR ANYONE ELSE WILL OR WILL NOT CONSTITUTE AN INFRINGEMENT OF SUCH RIGHTS OR ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSONS OR ENTITIES. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.2this Agreement.

Covenants of Licensor. In addition to and without limiting any other covenants contained in this Agreement, Licensor, on behalf of itself and its Affiliates, further covenants as follows: : (a) it will not enter into any agreement that would materially impair or conflict with its obligations hereunder; ; (b) other than with respect to any debt or similar financing, it will not pledge the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents or otherwise encumber the Patents; ; (c) in the event it transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor and to take the Patents subject to the Patent License granted by Licensor hereunder and subject to any sublicense (and release) granted by RPX in accordance with Section 1; [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. . (d) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; ; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, of any country in which Licensor is subject to taxation, as the result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; ; (f) following the Effective Date, neither Licensor nor any of its Affiliates will ▇▇▇ or threaten to ▇▇▇ (or instruct, encourage, or aid a third party to ▇▇▇ or threaten to ▇▇▇) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or any other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, and neither Licensor nor its Affiliates will ▇▇▇ or threaten to ▇▇▇ (or instruct, encourage, or aid a third party to ▇▇▇ or threaten to ▇▇▇) any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, with respect to any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Product and Service; ; (g) following the Effective Date, in the event that RPX provides written notice to Licensor that Licensor has sued or threatened to ▇▇▇ (or instructed, encouraged, or aided a third party to ▇▇▇ or threaten to ▇▇▇) any Entity in violation of Section 3(f), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any such lawsuit (or other adversarial proceeding), and, to the extent Licensor fails to take such action within five (5) days following the written notice from RPX, Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or lawsuit; ; (h) after the Effective Date, Licensor shall not acquire any right, title or interest in, or exclusive license rights under, any patents or patent applications other than the Patents; and and (i) Licensor shall give RPX prompt written notice of any license under any Patents or covenants not to ▇▇▇ under any Patents, which notice shall include any identification of the party involved and confirmation of whether any license or covenant under any Patents has been granted by Licensor. Section 4. Disclaimers, Indemnification and Releases 4.1 Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3 ABOVE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NEITHER PARTY GIVES THE OTHER PARTY ANY ASSURANCE: (A) REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY, OF ANY PATENT, OR (B) THAT THE MANUFACTURE, USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION, OR OTHER DISTRIBUTION OF ANY LICENSED PRODUCT AND SERVICE DISCLOSED AND CLAIMED IN ANY PATENT BY ANY LICENSEE, SUBLICENSEE OR ANYONE ELSE WILL OR WILL NOT CONSTITUTE AN INFRINGEMENT OF SUCH RIGHTS OR ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSONS OR ENTITIES. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.2.

Covenants of Licensor. In addition to and without limiting any other covenants contained in this Agreement, Licensor, on behalf of itself and its Affiliates, further covenants as follows: (a) it will not enter into any agreement that would materially impair or conflict with its obligations hereunder; (b) other than with respect to any debt or similar financing, it will not pledge the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents or otherwise encumber the Patents; (c) in the event it transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor and to take the Patents subject to the Patent License granted by Licensor hereunder and subject to any sublicense (and release) granted by RPX in accordance with Section 1; [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. A-6 (d) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, of any country in which Licensor is subject to taxation, as the result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; (f) following the Effective Date, neither Licensor nor any of its Affiliates will ▇▇▇ or threaten to ▇▇▇ (or instruct, encourage, or aid a third party to ▇▇▇ or threaten to ▇▇▇) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or any other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, and neither Licensor nor its Affiliates will ▇▇▇ or threaten to ▇▇▇ (or instruct, encourage, or aid a third party to ▇▇▇ or threaten to ▇▇▇) any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, with respect to any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Product and Service; (g) following the Effective Date, in the event that RPX provides written notice to Licensor that Licensor has sued or threatened to ▇▇▇ (or instructed, encouraged, or aided a third party to ▇▇▇ or threaten to ▇▇▇) any Entity in violation of Section 3(f), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any such lawsuit (or other adversarial proceeding), and, to the extent Licensor fails to take such action within five (5) days following the written notice from RPX, Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or lawsuit; (h) after the Effective Date, Licensor shall not acquire any right, title or interest in, or exclusive license rights under, any patents or patent applications other than the Patents; and (i) Licensor shall give RPX prompt written notice of any license under any Patents or covenants not to ▇▇▇ under any Patents, which notice shall include any identification of the party involved and confirmation of whether any license or covenant under any Patents has been granted by Licensor. Section 4. Disclaimers, Indemnification and Releases 4.1 Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3 ABOVE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NEITHER PARTY GIVES THE OTHER PARTY ANY ASSURANCE: (A) REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY, OF ANY PATENT, OR [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. A-7 (B) THAT THE MANUFACTURE, USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION, OR OTHER DISTRIBUTION OF ANY LICENSED PRODUCT AND SERVICE DISCLOSED AND CLAIMED IN ANY PATENT BY ANY LICENSEE, SUBLICENSEE OR ANYONE ELSE WILL OR WILL NOT CONSTITUTE AN INFRINGEMENT OF SUCH RIGHTS OR ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSONS OR ENTITIES. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.2.

Covenants of Licensor. In addition to and without limiting any other covenants contained in this Agreement, Licensor, on behalf of itself and its Affiliates, further covenants as follows: : (a) it will not enter into any agreement that would materially impair or conflict with its obligations hereunder; ; (b) other than with respect to any debt or similar financing, it will not pledge the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents or otherwise encumber the Patents; (c) in the event it Licensor transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor and to take the Patents subject to the Patent License and H▇▇▇▇▇ Patent License granted by Licensor hereunder and subject to any sublicense (and releaserelease and covenant) granted by RPX or Licensor (as applicable) in accordance with Section 1; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION VERSION RPX CONFIDENTIAL (d) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (ec) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, of any country in which Licensor is subject to taxation, as the result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; hereunder; (fd) following as of the Effective Date, neither Licensor nor any of its Affiliates will ▇not s▇▇ or threaten to ▇s▇▇ (or instruct, encourage, or aid a third party to ▇s▇▇ or threaten to ▇s▇▇) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or any other Entity that has been granted a sublicense hereunder under the Patent License (including Covered Third Parties), unless the sublicense of the applicable RPX Licensee, RPX Licensee Affiliate, or other Entity has been terminated pursuant to Sections 1.2(c) with respect to the applicable Patents, for direct or indirect infringement (including, without limitation, inducement inducement, or contributory infringement) under any Patent, including for direct or indirect infringement under any Patent after in connection with activities within the Effective Date Excluded Field, and, except with respect to any Excluded Supplier’s supply of off-the-shelf hardware or such date components to an RPX has paid any Expanded License Fee Payment(s)Licensee or RPX Licensee Affiliate, as applicable, and neither Licensor nor its Affiliates will ▇s▇▇ or threaten to ▇s▇▇ (or instruct, encourage, or aid a third party to ▇s▇▇ or threaten to ▇s▇▇) any such RPX Member’s, RPX Licensee’s, ’s or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement inducement, or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicablePatent, with respect to any such RPX Member’sLicensee’s or RPX Licensee Affiliate’s Licensed Product and Service, unless the sublicense of the applicable RPX Licensee, RPX Licensee Affiliate, or such RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors has been terminated pursuant to Sections 1.2(c) with respect to the applicable Patents; (e) as of the Effective Date, Licensor will not s▇▇ or threaten to s▇▇ (or instruct, encourage, or aid a third party to s▇▇ or threaten to s▇▇) Alcatel-Lucent, any Alcatel-Lucent Affiliate, or any other Entity that has been granted a sublicense under the H▇▇▇▇▇ Patent License (including Covered Third Parties), unless the sublicense of the applicable Alcatel-Lucent, any Alcatel-Lucent Affiliate, or any other Entity has been terminated pursuant to Sections 1.2(c) with respect to the applicable H▇▇▇▇▇ Patents, for direct or indirect infringement (including, without limitation, inducement, or contributory infringement) under any H▇▇▇▇▇ Patent, including for direct or indirect infringement under any H▇▇▇▇▇ Patent in connection with activities within the Excluded Field, and, except with respect to any Excluded Supplier’s supply of off-the-shelf hardware or components to Alcatel-Lucent or Alcatel-Lucent Affiliate, neither Licensor nor its Affiliates will s▇▇ or threaten to s▇▇ (or instruct, encourage, or aid a third party to s▇▇ or threaten to s▇▇) any Alcatel-Lucent or Alcatel-Lucent Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement, or contributory infringement) under any H▇▇▇▇▇ Patent, with respect to Alcatel-Lucent’s or Alcatel-Lucent Licensee Affiliate’s H▇▇▇▇▇ Licensed Product and Service, unless the sublicense of Alcatel-Lucent, Alcatel-Lucent Affiliate, or Alcatel-Lucent’s, or Alcatel-Lucent Affiliate’s customers, suppliers, manufacturers or distributors has been terminated pursuant to Sections 1.2(c) with respect to the applicable H▇▇▇▇▇ Patents; and EXECUTION VERSION RPX CONFIDENTIAL (gf) following as of the Effective Date, in the event that RPX provides written notice to Licensor that Licensor has sued or threatened to ▇s▇▇ (or instructed, encouraged, or aided a third party to ▇s▇▇ or threaten to ▇s▇▇) any Entity in violation of the Standstill or Section 3(f3(d), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any such lawsuit (or other adversarial proceeding), and, to the extent Licensor fails to take such action within five business (5) days following the written notice from RPX, Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or lawsuit; (h) after the Effective Date, Licensor shall not acquire any right, title or interest in, or exclusive license rights under, any patents or patent applications other than the Patents; and (i) Licensor shall give RPX prompt written notice of any license under any Patents or covenants not to ▇▇▇ under any Patents, which notice shall include any identification of the party involved and confirmation of whether any license or covenant under any Patents has been granted by Licensor. Section 4. Disclaimers, Indemnification and Releases 4.1 Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3 ABOVE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NEITHER PARTY GIVES THE OTHER PARTY ANY ASSURANCE: (A) REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY, OF ANY PATENT, OR (B) THAT THE MANUFACTURE, USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION, OR OTHER DISTRIBUTION OF ANY LICENSED PRODUCT AND SERVICE DISCLOSED AND CLAIMED IN ANY PATENT BY ANY LICENSEE, SUBLICENSEE OR ANYONE ELSE WILL OR WILL NOT CONSTITUTE AN INFRINGEMENT OF SUCH RIGHTS OR ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSONS OR ENTITIES. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.2.

Covenants of Licensor. In addition to and without limiting any other covenants contained in this Agreement, Licensor, on behalf of itself and its Affiliates, further covenants as follows: : (a) it will not enter into any agreement that would materially impair or conflict with its obligations hereunder; ; (b) other than with respect to any debt or similar financing, it will not pledge the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents or otherwise encumber the Patents; ; (c) in the event it transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor and to take the Patents subject to the Patent License granted by Licensor hereunder and subject to any sublicense (and release) granted by RPX in accordance with Section 1; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ; (d) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; ; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, of any country in which Licensor is subject to taxation, as the result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; (f) following the Effective Date, neither Licensor nor any of its Affiliates will ▇▇▇ or threaten to ▇▇▇ (or instruct, encourage, or aid a third party to ▇▇▇ or threaten to ▇▇▇) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or any other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, and neither Licensor nor its Affiliates will ▇▇▇ or threaten to ▇▇▇ (or instruct, encourage, or aid a third party to ▇▇▇ or threaten to ▇▇▇) any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, with respect to any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Product and Service; ; (g) following the Effective Date, in the event that RPX provides written notice to Licensor that Licensor has sued or threatened to ▇▇▇ (or instructed, encouraged, or aided a third party to ▇▇▇ or threaten to ▇▇▇) any Entity in violation of Section 3(f), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any such lawsuit (or other adversarial proceeding), and, to the extent Licensor fails to take such action within five (5) days following the written notice from RPX, Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or lawsuit; (h) after the Effective Date, Licensor shall not acquire any right, title or interest in, or exclusive license rights under, any patents or patent applications other than the Patents; and (i) Licensor shall give RPX prompt written notice of any license under any Patents or covenants not to ▇▇▇ under any Patents, which notice shall include any identification of the party involved and confirmation of whether any license or covenant under any Patents has been granted by Licensor. Section 4. Disclaimers, Indemnification and Releases 4.1 Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3 ABOVE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NEITHER PARTY GIVES THE OTHER PARTY ANY ASSURANCE: (A) REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY, OF ANY PATENT, OR (B) THAT THE MANUFACTURE, USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION, OR OTHER DISTRIBUTION OF ANY LICENSED PRODUCT AND SERVICE DISCLOSED AND CLAIMED IN ANY PATENT BY ANY LICENSEE, SUBLICENSEE OR ANYONE ELSE WILL OR WILL NOT CONSTITUTE AN INFRINGEMENT OF SUCH RIGHTS OR ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSONS OR ENTITIES. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.2.;

Covenants of Licensor. In addition Licensor covenants to Licensee that: 9.3.1. Licensor and without limiting its Affiliates will (a) maintain Control of all Licensed Technology in the Territory at all times during the Term (except with respect to the rights granted to Licensee hereunder), (b) maintain Control of all Licensed Technology that is in-licensed by Licensor, (c) not assign, transfer, encumber, pledge, or otherwise grant any other covenants contained in Third Party any rights or security interests with respect thereto that would conflict with, limit the scope of, or adversely affect the rights granted to Licensee under this Agreement, Licensor, on behalf of itself and its Affiliates, further covenants as follows: (ad) it will not enter into any agreement that would materially impair agreement, whether written or conflict with its obligations hereunder; (b) other than oral, with respect to any debt or similar financing, it will not pledge the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents assign, transfer, license, convey, or otherwise encumber its right, title or interest in or to the Patents; (c) Licensed Patents or Licensed Know-How for use in connection with any Licensed Product in the event it transfers, assigns or conveys Field in the Territory (including by granting any interest in and covenant not to the Patents sue with respect thereto) to any third party (including any Affiliates) other than to RPX Person that is inconsistent with or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, otherwise diminish the rights and obligations owed licenses granted to Licensee under this Agreement by Licensor and to take the Patents subject to the Patent License granted by Licensor hereunder and subject to any sublicense (and release) granted by RPX in accordance with Section 1; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONAgreement; 9.3.2. (d) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, of any country in which Licensor is subject to taxation, as the result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; (f) following the Effective Date, neither Licensor nor any of its Affiliates will ▇▇▇ effect any corporate restructuring or threaten enter into any new agreement or otherwise obligate itself to ▇▇▇ any Third Party, in each case, in a manner that conflicts with or otherwise adversely affects the rights and licenses granted to Licensee hereunder; 9.3.3. Licensor will, and will cause its Affiliates to, remain in compliance in all respects with the Existing In-Licenses and Collaboration In-Licenses, and it will not, without Licensee’s written consent, (a) breach or instruct, encourageotherwise take any action that could permit the licensor thereunder to terminate such Existing In-License or Collaboration In-License or otherwise adversely affect the rights granted to Licensee under this Agreement, or aid (b) amend any Existing In-Licenses or Collaboration In-Licenses. Licensor will provide prompt notice to Licensee of any alleged breach or default or request for amendment of any Existing In-Licenses or Collaboration In-Licenses. Licensee will have the right to cure any default or potential default of Licensor under any Existing In-Licenses or Collaboration In-Licenses (including the right to perform any obligation or make any payment on Licensor’s behalf) and if Licensee makes any payments to a third party Third Party in connection with the cure or other resolution of any alleged breach or default of Licensor, then, notwithstanding any provision to ▇▇▇ or threaten to ▇▇▇) RPXthe contrary set forth in this Agreement, Licensee may credit the full amount of such payments against any RPX Affiliatemilestone payments, any RPX Member, any RPX Licensee, any RPX Licensee Affiliateroyalties, or any other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, without limitation, inducement or contributory infringement) amounts payable to Licensor under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicablethis Agreement; 9.3.4. Licensor will, and neither Licensor nor will ensure that its Affiliates will ▇▇▇ and subcontractors, obtain written agreements from any and all Persons involved in or threaten performing any Development of the Licensed Antibodies or Licensed Products by or on behalf of Licensor that assign such Persons’ rights, title, and interests in and to ▇▇▇ (or instruct, encourage, or aid a third party any Licensed Technology to ▇▇▇ or threaten Licensor prior to ▇▇▇) any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement or contributory infringement) Person performing such activities; and 9.3.5. if Licensor grants a license to a Third Party licensee outside the Territory under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, Licensed Technology with respect to Licensed Antibodies or Licensed Products, then Licensor will require, in connection with the negotiation of any such RPX Member’sThird Party license agreement, RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Product and Service; (g) following the Effective Date, in the event that RPX such Third Party licensee provides written notice to Licensor the information set forth in Section 3.3 (Data Exchange) such that Licensor has sued or threatened Controls such information for the purpose of Licensor’s data sharing obligations to ▇▇▇ Licensee set forth in Section 3.3 (or instructed, encouraged, or aided a third party to ▇▇▇ or threaten to ▇▇▇) any Entity in violation of Section 3(fData Exchange), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any such lawsuit (or other adversarial proceeding), and, to the extent Licensor fails to take such action within five (5) days following the written notice from RPX, Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or lawsuit; (h) after the Effective Date, Licensor shall not acquire any right, title or interest in, or exclusive license rights under, any patents or patent applications other than the Patents; and (i) Licensor shall give RPX prompt written notice of any license under any Patents or covenants not to ▇▇▇ under any Patents, which notice shall include any identification of the party involved and confirmation of whether any license or covenant under any Patents has been granted by Licensor. Section 4. Disclaimers, Indemnification and Releases 4.1 Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3 ABOVE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NEITHER PARTY GIVES THE OTHER PARTY ANY ASSURANCE: (A) REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY, OF ANY PATENT, OR (B) THAT THE MANUFACTURE, USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION, OR OTHER DISTRIBUTION OF ANY LICENSED PRODUCT AND SERVICE DISCLOSED AND CLAIMED IN ANY PATENT BY ANY LICENSEE, SUBLICENSEE OR ANYONE ELSE WILL OR WILL NOT CONSTITUTE AN INFRINGEMENT OF SUCH RIGHTS OR ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSONS OR ENTITIES. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.2.

Covenants of Licensor. In addition to (a) Licensor covenants and without limiting any other covenants contained in agrees that, during the Term of this Agreement, Licensorother than as expressly permitted herein, Licensee shall not, either directly or indirectly, on its own behalf or on behalf of itself and its Affiliatesothers: (i) as an individual proprietor, further covenants partner, stockholder, officer, employee, director, joint venturer, promoter, sponsor, member, manager, investor, lender, consultant, or in any other capacity whatsoever (other than as follows: the holder of an aggregate of not more than one percent (a1%) it will not enter into of the total outstanding stock of a publicly held company), engage in the business of developing, producing, marketing, or selling products or rendering services which are directly or indirectly competitive with the Licensed Product distributed by Licensee pursuant to the License granted hereby; or (ii) solicit, divert, or take away, or attempt to divert or to take away, the business or patronage of any agreement that would materially impair of the clients, customers, business associates, or conflict accounts, or prospective clients, customers, business associates, or accounts, of Licensee; or (iii) interfere with Licensee's relationships with its obligations hereunder; suppliers, contractors, and other Persons and entities with which Licensee does business. (b) other than Licensor will use its commercially reasonable best efforts to comply in all respects with respect to any debt or similar financing, it will not pledge the Patents as collateral for any each and every obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents or otherwise encumber the Patents; of Licensor under this Agreement. (c) Licensor will not take or permit others under its control or direction to take any actions that will or are likely to (i) impair in any way the event it transfersLicensed Product, assigns the Proprietary Rights, and/or any of the rights granted to Licensee hereunder, or conveys any interest (ii) result in damage to Licensee's reputation or quality standards. (d) Licensor will immediately deliver to Licensee a copy of all notices and to the Patents to any third party (including any Affiliates) other than to RPX correspondences received, sent or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement obtained by Licensor and relating in any way to take the Patents subject to the Patent License granted any alleged breach or non-compliance by Licensor hereunder and subject to any sublicense (and release) granted by RPX in accordance with Section 1; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (d) it shall take all commercially reasonable actions to maintain and defend under the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, of any country in which Licensor is subject to taxation, as the result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; (f) following the Effective Date, neither Licensor nor any of its Affiliates will ▇▇▇ or threaten to ▇▇▇ (or instruct, encourage, or aid a third party to ▇▇▇ or threaten to ▇▇▇) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or any other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, and neither Licensor nor its Affiliates will ▇▇▇ or threaten to ▇▇▇ claim (or instruct, encourage, possible claims) on or aid a third party to ▇▇▇ or threaten to ▇▇▇) any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, with respect to any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Product and Service; (g) following the Effective Date, in the event that RPX provides written notice to Licensor that Licensor has sued or threatened to ▇▇▇ (or instructed, encouraged, or aided a third party to ▇▇▇ or threaten to ▇▇▇) any Entity in violation of Section 3(f), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any such lawsuit (or other adversarial proceeding), and, relating to the extent Licensor fails to take such action within five (5) days following Licensed Product, the written notice from RPX, Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for Proprietary Rights or otherwise affecting in any reasonable costs (including reasonable attorney fees) incurred as a result way the rights of such threat or lawsuit; (h) after the Effective Date, Licensor shall not acquire any right, title or interest in, or exclusive license rights under, any patents or patent applications other than the Patents; and (i) Licensor shall give RPX prompt written notice of any license under any Patents or covenants not to ▇▇▇ under any Patents, which notice shall include any identification of the party involved and confirmation of whether any license or covenant under any Patents has been granted by Licensor. Section 4. Disclaimers, Indemnification and Releases 4.1 Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3 ABOVE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NEITHER PARTY GIVES THE OTHER PARTY ANY ASSURANCE: (A) REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY, OF ANY PATENT, OR (B) THAT THE MANUFACTURE, USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION, OR OTHER DISTRIBUTION OF ANY LICENSED PRODUCT AND SERVICE DISCLOSED AND CLAIMED IN ANY PATENT BY ANY LICENSEE, SUBLICENSEE OR ANYONE ELSE WILL OR WILL NOT CONSTITUTE AN INFRINGEMENT OF SUCH RIGHTS OR ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSONS OR ENTITIES. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.2Licensee hereunder.