Common use of Licensor’s Representations and Warranties Clause in Contracts

Licensor’s Representations and Warranties. Licensor represents and warrants that: (a) The patents and patent applications identified on Schedule A are accurately described and are all the patents and patent applications currently owned by Licensor or its Affiliates that are necessary or useful for Licensor to make, use, offer to sell, sell, and import the Licensed Products in the Field of Use in the Territory; (b) it and its Affiliates are the sole and exclusive owners of the entire right, title, and interest in and to the Licensed Patents in the Field of Use in the Territory, as evidenced by the assignment agreements attached hereto as Exhibit 2; (c) it has, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder; (d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto; (e) Licensor will comply with all terms of the UMB Agreement to preserve its rights in the Option; (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB Agreement. (g) Licensor understands that the Preferred Stock and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Act.

Licensor’s Representations and Warranties. Licensor hereby represents and warrants as of the Effective Date that: (a) The patents it has the right, power and patent applications identified corporate authority to enter into this Agreement including without limitation to grant the license in Section 2.1 on Schedule A are accurately described its own behalf and are all on behalf of its Affiliates and to make the patents covenants and patent applications currently agreements set forth in this Agreement; (b) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to the Knowledge of Licensor, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; (c) except as set forth in the disclosure schedule attached hereto as Exhibit C (the “Disclosure Schedule”), the Licensed Intellectual Property is (i) owned by Licensor or its Affiliates that are necessary or useful for Affiliates, (ii) freely licensable by Licensor to makeLicensee without the payment of any royalties, use, offer license fees or other amounts to sell, sell, any other Person and import the Licensed Products in the Field (iii) free and clear of Use in the Territoryany rights or claims of any other Person; (bd) it and its Affiliates are except as set forth on the sole and exclusive owners of the entire rightDisclosure Schedule, title, and interest in and to the Licensed Patents set forth on Exhibit A, the Licensed Trade Dress set forth on Exhibit B and the Licensed Know How constitutes all of the intellectual property of Licensor related to the manufacture, marketing, distribution and sale of the Product in the Field Territory or that is used for the manufacture of Use the Product or the marketing, distribution and sale of the Product in the Territory, as evidenced manufactured, marketed, distributed or sold by the assignment agreements attached hereto Licensor as Exhibit 2; (c) it has, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder; (d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect theretoClosing Date; (e) except as set forth on the Disclosure Schedule, Licensor will comply with all terms has not received any written notice of a claim, and, to the Knowledge of Licensor, there has not been any threatened claim, made by any third party of infringement or misappropriation, or contesting the validity, enforceability, use or ownership of the UMB Agreement assets, properties or rights subject to preserve its rights in the OptionLicensed Intellectual Property and, to the Knowledge of Licensor, there is no basis therefore; (f) the Disclosure Schedule sets forth a complete and accurate list of each contract pursuant to which Licensor intends has a license or other similar rights to the Licensed Intellectual Property used by it in the manufacture, use, marketing, sale and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term distribution of the UMB Agreement in compliance with the terms Product as of the UMB Agreement.Effective Date. Except as set forth on the Disclosure Schedule, the Licensed Intellectual Property is not subject to any contractual obligation (i) restricting Licensor's use or rights thereof, (ii) entitling third parties to use the same or (iii) in any way obligating Licensor to make royalty or similar payments to others; (g) Licensor understands that the Preferred Stock and the shares of common stock all of the Licensor underlying the Preferred Stock Licensed Patents are currently in compliance with formal legal requirements (“Conversion Shares”) are “restricted securities” including payment of filing, examination and have not been registered under the Securities Act maintenance fees and proofs of 1933, as amended (the “Securities Act”) working or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business.use); (h) At to the time Licensor was offered the Preferred StockKnowledge of Licensor, it was, and as of the date hereof it ishereof, and on each date on which it converts there are no outstanding claims asserted against Licensor alleging that the manufacture, marketing or sale of the Product by Licensor infringes, misappropriates or otherwise violates any shares intellectual property of Preferred Stockany other Person and, it will be an “accredited investor” as defined in Rule 501(a) under to the Securities Act.Knowledge of Licensor, there is no basis therefore; and (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge Knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits Licensed Intellectual Property is valid, subsisting and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives enforceable. None of the Company concerning Licensed Intellectual Property is the terms and conditions subject of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to information about the Company and its financial conditionany cancellation, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses abandonment or can acquire without unreasonable effort similar action or expense that is necessary to make an informed investment decision with respect to the investmentproceeding. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Act.

Licensor’s Representations and Warranties. Licensor represents and warrants to Licensee that: (a) The patents and patent applications identified on Schedule A are accurately described and to the Knowledge of Licensor, the Licensed Patents are all the patents and patent applications currently owned by Licensor or its Affiliates in which Licensor has a licensable interest, that are necessary or useful for Licensor Licensee to make, have made, use, offer to sell, sell, sell and import the Licensed Products in the Field of Use in the Territory; (b) it and its Affiliates are is the sole and exclusive owners owner of the entire legal and beneficial right, title, and interest in and to the Licensed Patents in the Field of Use in the Territory, as evidenced by the assignment agreements attached hereto as Exhibit 2Patents; (c) it has, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and is will not under any obligation to throughout the Term grant, to any third party Third Party or Licensor Affiliate any license, lien, option, encumbrance, licenses or other contingent or non-contingent right, title, or interest in or right relating to the use of the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunderTerritory; (d) Licensor has to the Knowledge of Licensor, the duties of candor and good faith have been complied and/or will comply with in all material respects with all applicable Laws in connection with prosecuting the prosecution of US patent applications within the Licensed Patents, including any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto; (e) Licensor will comply with all terms to the Knowledge of Licensor, as of the UMB Agreement to preserve its rights Effective Date no Licensed Patent has been adjudged invalid or unenforceable in the Optionwhole or part; (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement there neither are nor at any time during the Term of the UMB Agreement in compliance will be any encumbrances, liens or security interests on any Licensed Patent that conflict with the terms of rights in the UMB Agreement.Licensed Patents granted to Licensee pursuant to this Agreement or prohibit Licensor from granting such rights to Licensee; (g) Licensor understands that the Preferred Stock and the shares of common stock as of the Effective Date there is no settled, pending or, to the Knowledge of Licensor, threatened litigation or reissue application, re-examination, post-grant, inter partes review, interference, derivation, opposition, written claim of invalidity or other written claim or proceeding (including in the form of any written offer to obtain a license): (i) alleging the unpatentability, invalidity, misuse, unregistrability, unenforceability or noninfringement in the Field of Use in the Territory of any Licensed Patent; (ii) challenging Licensor’s ownership of any Licensed Patent, or right to practice or license, any Licensed Patent in the Field of Use in the Territory, or alleging any adverse right, title or interest with respect thereto; or (iii) alleging that Licensor’s practice of any Licensed Patent or the making, using, offering to sell, sale or importation of any Licensed Product by Licensor, in each case in the Field of Use in the Territory does or would infringe, misappropriate or otherwise violate any patent, trade secret or other intellectual property of any Third Party. (h) it has not received any written notice of any litigation, claim or proceeding described in Section 9.2(g), and to the Knowledge of Licensor underlying the Preferred Stock there are no facts that could reasonably be expected to be a basis for any such litigation; (“Conversion Shares”i) are “restricted securities” and have not been registered under the Securities Act of 1933it has not, as amended of the Effective Date, brought or threatened any claim against any Third Party alleging infringement of any Licensed Patent in the Field of use in the Territory, nor, to the Knowledge of Licensor, is any Third Party infringing any Licensed Patent in the Field of Use in the Territory; (j) the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Upfront Shares as principal shall be acquired for its investment purposes for Licensor’s own account as principal, not as a nominee or agent, and not with a view to the resale or for distributing or reselling such Preferred Stock and Conversion Shares or distribution of any part thereof in violation of the Securities Act or any applicable state securities lawthereof, and Licensor has no present intention of selling, granting any participation or otherwise distributing the Upfront Shares. Licensor does not have any contract, undertaking or arrangement with any Person to sell, transfer or grant participation to a Person any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Upfront Shares; (k) Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” (as defined in Rule 501(a) Regulation D under the Securities Act. (i) Licensor, either alone or together with ). Licensor has conducted its representatives, own due diligence on Licensee to its satisfaction and has such knowledge, sophistication knowledge and experience in financial or business and financial matters so as to be that it is capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investmentUpfront Shares to be acquired hereunder. Licensor is able and its advisors, if any, have been furnished with all materials relating to bear the economic risk business, finances and operations of an Licensee and materials relating to the offer and sale of the Upfront Shares that have been requested by Licensor. Licensor and its advisors, if any, have been afforded the opportunity to ask questions of Licensee. Licensor understands that its investment in the Preferred Stock Upfront Shares involves a high degree of risk. Licensor has sought such accounting, legal and Conversion tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Upfront Shares; (l) Licensor understands that the Upfront Shares, when issued, will be “restricted securities” under the United States federal securities Laws inasmuch as they are being acquired from Licensee in a transaction not involving a public offering and that under such Laws the Upfront Shares andmay be resold without registration under the Securities Act only in certain limited circumstances. Licensor represents that it is familiar with Rule 144, at including the present timerequisite holding periods thereunder; (m) in addition to any other legend required by Law or this Agreement, is able to afford a complete loss the book-entry or certificated form of such investmentthe Upfront Shares shall bear any legend required by the “blue sky” laws of any state or applicable securities Laws and restrictive legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. (jn) Licensor is not, to Licensor’s knowledge, purchasing not acquiring the Preferred Stock and Conversion Upfront Shares as a result of (i) any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or television, radio or presented at the Internet, in each case, relating to Licensee, or (ii) any seminar oror meeting whose attendees, to the knowledge of including Licensor, have been invited by any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity advertising related to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Act.Licensee

Licensor’s Representations and Warranties. Licensor represents and warrants warrants, to Licensor’s knowledge (without any duty of inquiry) as of the Effective Date, that: 12.2.1 The Licensor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Licensor has the requisite power and authority to execute and deliver this Agreement and the other agreements contemplated hereby to which it is a party and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the other agreements contemplated hereby to which the Licensor is a party and the performance and consummation of the transactions contemplated herein by the Licensor have been duly authorized by all necessary action on the part of the Licensor. This Agreement and the other agreements contemplated hereby to which the Licensor is a party have been duly executed and delivered by the Licensor and, subject to the due authorization, execution and delivery of such agreements by the other parties thereto, this Agreement and such other agreements contemplated hereby constitute valid and binding obligations of the Licensor, enforceable against the Licensor in accordance with their respective terms, except as such enforcement may be affected by bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor’s rights generally and except for general principles of equity. 12.2.2 The execution and delivery of this Agreement and the other agreements contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, (ai) The patents and patent applications identified on Schedule A are accurately described and are all conflict with, or result in any violation or breach of any provision of the patents and patent applications currently owned by organizational documents of the Licensor, (ii) conflict with or violate any Applicable Laws of any Governmental Authorities applicable to the Licensor or any of its Affiliates that are necessary assets or useful for operations or any permit applicable to the Licensor or (iii) result in (x) any violation or breach of, constitute (with or without notice or lapse of time or both) a default under or conflict with (or give rise to makea right of termination, useamendment, offer cancellation or acceleration of any material obligation or loss of any benefit under) the provisions of any lease, contract or other agreement to sellwhich the Licensor is a party or by which it or any of its properties or assets is otherwise bound or (y) the imposition of any lien, sellpledge, and import the Licensed Products in the Field hypothecation, mortgage, security interest, claim, lease, charge, option, right of Use in the Territory; (b) it and its Affiliates are the sole and exclusive owners first refusal or first offer, easement, servitude, transfer restriction, voting requirement or any other encumbrance, restriction or limitation on any of the entire properties or assets of the Licensor. 12.2.3 No Consent is required on the part of the Licensor in connection with its execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. 12.2.4 Licensor owns all right, title, and interest in in, or has exclusive license rights in, the Licensed Products, and IP Rights, but only to the Licensed Patents in extent validly granted to it under the Field Initial License, free and clear of Use in all liens, charges, encumbrances or other restrictions or limitations of any kind whatsoever granted or incurred by, or at the Territorydirection of, as evidenced by the assignment agreements attached hereto as Exhibit 2;Licensor. (c) it has12.2.5 There are no agreements, and throughout the Term will retainlicenses, the right options, restrictions, liens, rights of Third Parties, disputes, royalty obligations, proceedings or claims relating to, affecting, or limiting Licensor’s ability to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to Company the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder; (d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto; (e) Licensor will comply with all terms of the UMB Agreement to preserve its rights in the Option; (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB this Agreement. (g) 12.2.6 Licensor understands that the Preferred Stock and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or received any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded that: (i) the opportunity to ask such questions as it has deemed necessary of, IP Rights and to receive answers from, representatives Licensed Products infringe or misappropriate the intellectual property rights of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Sharesany Third Party; or (ii) access to information about the Company IP Rights are invalid and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investmentunenforceable. (l) The Preferred Stock and Conversion Shares received upon conversion of 12.2.7 No Third Party has infringed or misappropriated or is infringing or misappropriating the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities ActIP Rights.

Licensor’s Representations and Warranties. Licensor hereby represents and warrants to Licensee that: (a) The patents i. Licensor has the full right, power and patent applications identified on Schedule A are accurately described authority to enter into this Agreement, to grant the rights and are license granted herein to Licensee and to perform all the patents and patent applications currently owned by Licensor or its Affiliates that are necessary or useful for Licensor to make, use, offer to sell, sell, and import the Licensed Products in the Field of Use in the TerritoryLicensor’s obligations hereunder without restriction; (b) it ii. Licensor is the sole, exclusive and its Affiliates are the sole lawful owner of all rights, including without limitation trademarks and exclusive owners of the entire rightcopyrights, title, and interest in and to the URL and the Licensed Patents in the Field of Use in the Territory, as evidenced by the assignment agreements attached hereto as Exhibit 2; (c) it hasIP, and throughout has the Term will retainfull right, ability and authority to license to Licensee all of the right to grant the license rights granted to Licensee hereunder, and Licensor will have the ability to use and exploit those same rights as set forth hereunder, without violating the rights of any third party or breaching any agreement to which Licensor is a party. Licensor further warrants that it has not grantedwill take all action necessary, or as reasonably requested by Licensee, to maintain and protect its rights, title, and interests io and to the URL and Licensed IP, including without limitation maintaining all applications and registrations, and paying any dues or fees associated therewith, at Licensor’s sole expense. iii. The person signing this Agreement on behalf of Licensor has been duly authorized and empowered to execute this Agreement; iv. There is no other existing license, and Licensor shall not under grant any obligation to grantsuch license, to any third party any licenseparty, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder; (d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto; (e) Licensor will comply with all terms of the UMB Agreement to preserve its rights in the Option; (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement use during the Term hereof the URL. or any of the UMB Agreement in compliance with the terms of the UMB Agreementexclusive rights granted hereunder to Licensee. (g) Licensor understands that the Preferred Stock and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) v. There are “restricted securities” and have not been registered under the Securities Act of 1933no actions, as amended (the “Securities Act”) suits, legal proceedings or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities lawformal investigations pending, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, threatened, against or affecting Licensor before any court, arbitrator or administrative or governmental body which might adversely affect or impair the right of Licensor to grant the rights granted herein or otherwise perform its obligations under this Agreement; vi. There are no pending or existing adverse orders, judgments, legal proceedings or actions, formal investigations, written claims or consent agreements, and, no restrictions, liens or encumbrances against Licensor regarding or relating to the URL or the Licensed IP in any jurisdiction in the Territory; vii. As of the date hereof, the use of the URL and Licensed IP by Licensor has infringed or misappropriated any intellectual property or other rights of any third party whatsoever; viii. Licensor’s entry into and performance of this Agreement and the grant of rights set forth herein do not and will not violate any other general solicitation agreements executed or general advertisement. (k) entered into by or on behalf of Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives or otherwise violate any rights of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Sharesany third party; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Act.and

Licensor’s Representations and Warranties. Licensor represents and warrants that: that it has sufficient ownership rights to the Original IP as against any third party (aother than affiliates of Licensee) The patents and patent applications identified on Schedule A are accurately described and are all the patents and patent applications currently owned by Licensor or its Affiliates that are necessary or useful for Licensor in order to make, use, offer to sell, sellperform this Agreement, and import has not assigned, transferred, encumbered or hypothecated same. The parties are not aware of any claim against, or allegation of infringement pertaining to, the Licensed Products in Original IP. However, the Field of Use in the Territory; (b) it parties acknowledge that this is an uncertain and its Affiliates are the sole and exclusive owners rapidly changing area of the entire rightlaw. Therefore, title, the parties hereby acknowledge and interest in and agree that neither party shall be liable to the Licensed Patents in the Field of Use in the Territoryother for indemnification, as evidenced by the assignment agreements attached hereto as Exhibit 2; (c) it hascontribution or otherwise, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grant, but rather each shall bear its own risk with respect to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or claims with respect to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder; (d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto; (e) Licensor will comply with all terms of the UMB Agreement to preserve its rights in the Option; (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB Agreement. (g) Licensor understands that the Preferred Stock Original IP and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part parties' respective use thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings conformance with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock hereof. The parties each further represent and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access warrant to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares each other than pursuant they are not subject to an effective registration statement any agreement, judgment or Rule 144, to the Company decree which would prohibit or to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected be violated by the transferor and reasonably acceptable to execution or delivery of this Agreement or by the Companyperformance by a party of its obligations hereunder. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, the form and substance of which opinion shall be reasonably satisfactory to the CompanyLICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities ActEXPRESS OR IMPLIED, TO THE "ORIGINAL IP" AND HEREBY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE "ORIGINAL IP" IS LICENSED TO LICENSEE HEREUNDER ON AN "AS IS, WHERE IS" BASIS. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR THIRD PARTY DAMAGES (INCLUDING LOST PROFITS OR SAVINGS, BUSINESS INTERRUPTION, LOSS OF DATA, OR SIMILAR CLAIMS) WHETHER IN AN ACTION IN CONTRACT OR IN TORT, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Licensor’s Representations and Warranties. Licensor hereby represents and warrants to Licensee that: (a) : It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The patents execution and patent applications identified on Schedule A are accurately described and are all the patents and patent applications currently owned delivery of this Agreement by Licensor or its Affiliates that are has been duly authorized by all necessary or useful for Licensor to make, use, offer to sell, sellcorporate action; This Agreement has been duly executed and delivered by, and import constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement; Excluding Communication Rights noted in Article 14.6 which are the responsibility of Licensee with respect to the exploitation of the Licensed Products Programs on the Licensed Service, Licensor shall be responsible with respect to all other rights related to any musical compositions and/or sound recordings in the Field Licensed Programs, including any fees payable with respect to the synchronization of Use the musical works into the Licensed Programs and manufacturing of physical copies thereof solely for Licensee's use and not for general distribution to the public. As between Licensee and Licensor, Licensor shall be responsible for (i) accounting for and/or making any payments to third party participants in the proceeds of the Licensed Programs and to persons appearing in or rendering services in connection therewith; and (ii) all guild payments or residuals payable with respect to the Licensed Programs; and The performing and mechanical reproduction rights (collectively, “Communication Rights”) to any musical works contained in each of the Licensed Programs are: (A) controlled by BMI, ASCAP, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory; ; (bB) it and its Affiliates are owned by or controlled by Licensor so that no additional clearance of, or payment with respect to, such rights is required by Licensee for the sole and exclusive owners exercise of the entire right, title, and interest in and to the Licensed Patents in the Field of Use in the Territory, as evidenced by the assignment agreements attached hereto as Exhibit 2; (c) it has, and throughout the Term will retain, the right to grant the license granted rights licensed to Licensee hereunder; or (C) in the public domain. Licensor does not represent or warrant that Licensee may exercise the Communication Rights in the music without obtaining a valid license therefor and without payment of the applicable fee payable with respect to the exploitation of the Licensed Programs, and it has not granted, and if a Communication Rights fee is not under any obligation required to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder; (d) Licensor has complied and/or will comply in all material respects with all applicable Laws be paid in connection with the prosecution exploitation of a Licensed Program as contemplated herein, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. For clarification, Licensor has obtained all synchronization and master use licenses for use of the musical works contained in the Licensed Patents, including any disclosure requirements Programs and pre-paid all mechanical exploitation rights therefor on a buy-out basis to the fullest extent permissible under the laws and customs of the United States Patent Territory. The parties agree and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal acknowledge that no mechanical reproduction fees are payable with respect thereto; (e) Licensor will comply with all terms for the streaming of the UMB Agreement to preserve its rights audiovisual content in the Option; (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB AgreementTerritory. (g) Licensor understands that the Preferred Stock and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Act.

Licensor’s Representations and Warranties. Licensor represents and warrants that: (a) The the patents and patent applications identified on in Schedule A are accurately described and 1 are all the patents and patent applications currently owned by Licensor or its Affiliates that are might be necessary or useful for Licensor Licensee to make, use, offer to sell, sell, and import the Licensed Products in the Field of Use in the TerritoryProducts; (b) it and its Affiliates are is the sole and exclusive owners owner of the entire right, title, and interest in and to the Licensed Patents in and the Field of Use in the Territory, as evidenced by the assignment agreements attached hereto as Exhibit 2Licensed Technology; (c) without derogating from the floating charges on Licensor Intellectual Property Rights, it has, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in or the Field of Use in the Territory Licensed Technology that conflicts with the rights and licenses granted to Licensee hereunder; (d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the there is no settled, pending, or to its knowledge threatened litigation, claim, or proceeding alleging that any Licensed Patents, Patent or Licensed Technology is invalid or unenforceable (including any disclosure requirements of interference, nullity, opposition, inter partes, or post-grant review or similar invalidity or patentability proceedings before the United States Patent and Trademark Office and or any foreign other patent office), and it has timely paid and/or will pay all filing and renewal fees payable with respect theretono knowledge of any factual, legal, or other reasonable basis for any such litigation, claim, or proceeding; (e) Licensor will comply with all terms any making, using, offer to sell, selling, or import of the UMB Products under the rights and licenses to Licensed Technology and Licensed Patents granted in this Agreement shall not infringe any Intellectual Property Right of a third party, unless the infringement arises solely due to preserve its rights (i) use of the Product in a manner inconsistent with the Option;MPA, or (ii) use of the Deposit Material, Licensed Technology, Licensed Patents, or Products in combination with any other technology; and (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB Agreement. (g) Licensor understands that the Preferred Stock and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) the Excluded Patents are not relevant to the Products. Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded warranties shall not apply in connection with: (i) changes to the opportunity to ask such questions as it has deemed necessary ofDeposit Materials, and to receive answers fromthe Licensed Technology, representatives of the Company concerning Licensed Patents, the terms and conditions of Products made by Licensee or any third including without limitation the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; Licensor Improvements, or (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (l) The Preferred Stock and Conversion Shares received upon conversion any use of the Preferred Stock may only be disposed of Deposit Material, Licensed Technology, Licensed Patents or Products in compliance with state and federal securities laws. In connection combination with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144technology. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, to the Company or to an Affiliate of a Purchaser or in connection with a pledgeINCLUDING, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the CompanyBUT NOT LIMITED TO, the form and substance of which opinion shall be reasonably satisfactory to the CompanyANY IMPLIED WARRANTIES OF MERCHANTABILITY, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities ActFITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT.

Licensor’s Representations and Warranties. Licensor represents and warrants thatto the Licensee as follows: (ai) The patents Exhibit II sets forth a complete and patent applications identified on Schedule A are accurately described and are all the patents and patent applications currently owned by Licensor or its Affiliates that are necessary or useful for Licensor to make, use, offer to sell, sell, and import the Licensed Products in the Field accurate list of Use in the Territory; (b) it and its Affiliates are the sole and exclusive owners of the entire right, title, and interest in and to the Licensed Patents in the Field of Use in the Territory, as evidenced by the assignment agreements attached hereto as Exhibit 2; (c) it has, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder; (d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including any disclosure requirements date of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto; (e) Licensor will comply with all terms of the UMB Agreement to preserve its rights in the Option; (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB this Agreement. (gii) Licensor understands that has all necessary corporate power and authority to enter into this Agreement, perform its obligations hereunder and license the Preferred Stock Technology and the shares Martek Product pursuant to the terms of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have this Agreement. Licensor’s performance under this Agreement does not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings materially conflict with any other persons material contract to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. which Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its businessbound. (hiii) At the time Licensor was offered the Preferred Stockhas, it was, and as of prior to the date hereof it isof this Agreement, informed Licensee of all Third Party patents relevant to the Technology or the Licensed Patents and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Actknown to Licensor. (iiv) LicensorLicensor has no actual knowledge that the Technology, either alone the Martek Product or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment technology described in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investmentLicensor’s patent applications are being used by Third Parties. (jv) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded SECTION 5.2.DISCLAIMERS. (i) the opportunity to ask such questions as it has deemed necessary ofLICENSOR HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE MARTEK PRODUCT OR THE TECHNOLOGY AND ANY OTHER WARRANTY OR WARRANTIES RELATING THERETO AND NOT EXPRESSLY SET FORTH IN THIS AGREEMENT; PROVIDED, and to receive answers fromHOWEVER THAT IN THE EVENT THAT LICENSOR ELECTS TO MANUFACTURE THE MARTEK PRODUCT ACCORDING TO THE TERMS OF THIS AGREEMENT, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to information about the Company and its financial conditionTHIS DISCLAIMER SHALL NOT APPLY TO LICENSORS OBLIGATION TO EXERCISE DUE CARE IN ITS MANUFACTURE OF THE MARTEK PRODUCT AND ITS OBLIGATION TO MANUFACTURE SUCH MARTEK PRODUCT IN ACCORDANCE WITH LICENSEE’S SPECIFICATIONS. LICENSOR DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL DAMAGES RELATING TO THE USE, results of operationsMANUFACTURE, businessDISTRIBUTION, propertiesMARKETING, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investmentOR SALE OF THE TECHNOLOGY, THE MARTEK PRODUCT OR THE NUTRICIA FORMULAID PRODUCT. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE TECHNOLOGY OR THE MARTEK PRODUCT IS USABLE WITH THE NUTRICIA FORMULAID PRODUCT OR THAT THE TECHNOLOGY OR THE MARTEK PRODUCT CAN BE INCORPORATED SAFELY INTO THE NUTRICIA FORMULAID PRODUCT. LICENSOR SHALL NOT BE LIABLE FOR DAMAGES RESULTING FROM ANY IMPROVEMENTS OR MODIFICATIONS TO THE TECHNOLOGY OR THE MARTEK PRODUCT WHICH ARE NOT APPROVED AND ACKNOWLEDGED SPECIFICALLY BY LICENSOR AS BEING PROPRIETARY TO LICENSOR PURSUANT TO SECTION 7.1 OF THIS AGREEMENT OR RESULTING FROM ANY SALE, MANUFACTURE OR USE OF THE NUTRICIA FORMULAID PRODUCT. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Act.

Licensor’s Representations and Warranties. Licensor hereby represents and warrants as of the Effective Date that: (a) The patents it has the right, power and patent applications identified corporate authority to enter into this Agreement including without limitation to grant the license in Section 2.1 on Schedule A are accurately described its own behalf and are all on behalf of its Affiliates and to make the patents covenants and patent applications currently agreements set forth in this Agreement; (b) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to the Knowledge of Licensor, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; (c) the Licensed Intellectual Property is (i) owned by Licensor or its Affiliates that are necessary or useful for Affiliates, (ii) freely licensable by Licensor to makeLicensee without the payment of any royalties, use, offer license fees or other amounts to sell, sellany other Person and (iii) free and clear of any rights or claims of any other Person; (d) the Licensed Patents set forth on Exhibit A, and import the Licensed Products in Know How constitutes all of the Field intellectual property of Use Licensor related to the manufacture, marketing, distribution and sale of the Product in the Territory; (be) it and its Affiliates are Licensor has not received any written notice of a claim, and, to the sole and exclusive owners Knowledge of Licensor, there has not been any threatened claim, made by any third party of infringement or misappropriation, or contesting the validity, enforceability, use or ownership of the entire rightassets, title, and interest in and properties or rights subject to the Licensed Patents in the Field of Use in the Territory, as evidenced by the assignment agreements attached hereto as Exhibit 2; (c) it has, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grantIntellectual Property and, to any third party any licensethe Knowledge of Licensor, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder; (d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto; (e) Licensor will comply with all terms of the UMB Agreement to preserve its rights in the Optionthere is no basis therefore; (f) the Licensed Intellectual Property is not subject to any contractual obligation (i) restricting Licensor's use or rights thereof, (ii) entitling third parties to use the same or (iii) in any way obligating Licensor intends to and will make its best commercial efforts royalty or similar payments to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB Agreement.others; (g) Licensor understands that the Preferred Stock and the shares of common stock all of the Licensor underlying the Preferred Stock Licensed Patents are currently in compliance with formal legal requirements (“Conversion Shares”) are “restricted securities” including payment of filing, examination and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business.maintenance fees); (h) At to the time Licensor was offered the Preferred StockKnowledge of Licensor, it was, and as of the date hereof it ishereof, and on each date on which it converts there are no outstanding claims asserted against Licensor alleging that the manufacture, marketing or sale of the Product by Licensor infringes, misappropriates or otherwise violates any shares intellectual property of Preferred Stockany other Person and, it will be an “accredited investor” as defined in Rule 501(a) under to the Securities Act.Knowledge of Licensor, there is no basis therefore; and (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge Knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits Licensed Intellectual Property is valid, subsisting and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives enforceable. None of the Company concerning Licensed Intellectual Property is the terms and conditions subject of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to information about the Company and its financial conditionany cancellation, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses abandonment or can acquire without unreasonable effort similar action or expense that is necessary to make an informed investment decision with respect to the investmentproceeding. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Act.

Licensor’s Representations and Warranties. Licensor hereby represents and warrants thatto Licensee, as of the Effective Date, as follows: (a) The patents and patent applications identified on Schedule A are accurately described and are all the patents and patent applications currently owned by Licensor or its Affiliates that are necessary or useful for Licensor to makeis a corporation duly organized, use, offer to sell, sellvalidly existing, and import in good standing under the Licensed Products in laws of the Field State of Use in the Territory;Nevada. (b) it The execution, delivery and its Affiliates are performance of this Agreement by Licensor and the sole and exclusive owners consummation of the entire right, title, and interest in and to the Licensed Patents in the Field of Use in the Territory, as evidenced transactions contemplated hereby have been duly authorized by the assignment agreements attached hereto as Exhibit 2;all necessary corporate action. (c) it hasThis Agreement is a legally valid and binding obligation of Licensor, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest enforceable in or to the Licensed Patents in the Field of Use in the Territory that conflicts accordance with the rights and licenses granted to Licensee hereunder;its respective terms. (d) Licensor has complied and/or will comply in all material respects There are not any orders, judgments, injunctions or directives of any court or any government agency that would restrain, limit or otherwise interfere with all applicable Laws in connection with the prosecution Licensor’s performance of the Licensed Patents, including Services or any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto;its obligations hereunder. (e) Licensor will comply with all terms further represents and warrants to Licensee that: (i) Licensor is the lawful owner of the UMB Agreement Intellectual Property Rights and the Products, free and clear of all liens, claims, security interests, charges and encumbrances of any kind, and has the full legal right to preserve grant to Licensee the license as set forth herein and in accordance with this Agreement; (ii) there are no claims, litigation or proceedings pending or threatened against Licensor with respect to the Intellectual Property Rights and/or the Products, or any component thereof, alleging infringement of any person’s or entity’s intellectual property rights (including interference, cancellation or other protest); (iii) there are no claims, litigation or proceedings pending or threatened alleging infringement of any intellectual property rights of any person or entity that could impact Licensor’s ability to grant the license as set forth herein; (iv) Licensor has no knowledge of any misrepresentations, omissions or other inequitable conduct that may have an adverse effect on the Intellectual Property Rights and/or the Products; and (v) to Licensor’s knowledge, neither the performance of the Services or any of its obligations hereunder, nor the furnishing or Exploitation of the Intellectual Property Rights and/or the Products, will in any way infringe or otherwise violate any intellectual property rights, non-disclosure agreement, or other rights in the Option;of any third party. (f) Licensor intends has no knowledge of any intellectual property rights other than its Intellectual Property Rights that may be necessary or useful to and will make its best commercial efforts to exercise its option and take a UMB License under Exploit the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB AgreementProducts. (g) Licensor understands that has not filed any patent applications or been issued any patents in connection with the Preferred Stock and Intellectual Property Rights and/or the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities lawProducts. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of reserves its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity right to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision a patent(s) with respect to the investmentIntellectual Property Rights and/or the Products. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Act.

Licensor’s Representations and Warranties. Licensor represents LICENSORS severally represent and warrants warrant to MEDICINOVA that: (a) The patents With respect to the preparation and patent applications identified on Schedule A are accurately described prosecution of Patent Assets, (i) LICENSORS and are its agents have used all reasonable and predictable efforts to comply with applicable U. S., non-U.S., and International treaties, laws, articles and rules, including in each of its pending applications, where applicable, naming the proper inventors, satisfying its duty of candor, disclosing the best mode and otherwise complying with all the patents requirements of 35 U.S.C.112 and patent applications currently owned by Licensor or its Affiliates (ii) LICENSORS have no reason to believe that are necessary or useful for Licensor U.S. and non-U.S. claims would not be granted, which would include claims similar in scope to make, use, offer and directed to sell, sell, and import the Licensed Products subject matter recited in the Field claims of Use [**], included in the Territory;Patent Assets as set forth in Schedule 1.23. (b) it this Agreement has been duly executed and delivered by LICENSORS and constitutes legal, valid, and binding obligations enforceable against LICENSORS in accordance with its Affiliates terms; ** CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (c) as of the Effective Date, no approval, authorization, consent, or other order or action of or filing with any court, administrative agency or other governmental authority is required for the execution and delivery by LICENSORS of this Agreement or the consummation by LICENSORS of the transactions contemplated hereby; (d) as of the Effective Date, LICENSORS have the full corporate power and authority to enter into and deliver this Agreement, to perform and to grant the licenses granted under Article II hereof and to consummate the transactions contemplated hereby; all corporate acts and other proceedings required to be taken to authorize such execution, delivery, and consummation have been duly and properly taken and obtained; (e) LICENSORS have not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the Patent Assets nor have LICENSORS entered into any agreement with any Third Party that could prevent MEDICINOVA from exploiting, or that grants rights or is otherwise in conflict with, the rights granted to MEDICINOVA pursuant to this Agreement; (f) LICENSORS are the sole and exclusive owners under the Patent Assets, all of the entire rightwhich are owned free and clear of any liens, titlecharges and encumbrances, and interest in and no other person, corporate or other private entity, or governmental or university entity or subdivision thereof, including without limitation, the University of Tokyo, has any claim of ownership with respect to the Licensed Patents in the Field of Use in the TerritoryPatent Assets, as evidenced by the assignment agreements attached hereto as Exhibit 2whatsoever; (cg) it has, and throughout as of the Term will retainEffective Date, the right to grant the license granted to Licensee hereundercontemplated development, importation, manufacture, use, offer for sale and it has sale of Compound does not granted, and is will not under infringe any obligation to grant, to patent rights owned or possessed by any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunderThird Party; (dh) Licensor has they have disclosed to MEDICINOVA all information known by them as of the Effective Date, that is reasonably believed by LICENSORS to be related to the Compound, Product, or Patent Assets and the activities contemplated under this Agreement; (i) Schedule 1.23 is a complete and accurate list of all patents and patent applications included under Patent Assets as of the Effective Date; (j) as of the Effective Date, there are no claims, judgments or settlements against or owed by LICENSORS or pending or, to the best of its knowledge, threatened claims or litigation relating to the Patent Assets; (k) in connection with development of Compound, LICENSORS have complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including any disclosure requirements of the United States Patent U.S. and Trademark Office Japanese laws and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect theretoregulations; (el) Licensor will comply with all terms attached as Exhibit 1.29 is a true and complete copy of the UMB Agreement to preserve its rights in the Option; (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB Riken/Mikoshiba Agreement. (g) Licensor understands that the Preferred Stock and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) supplements thereto and modifications or amendments thereof. Neither RIKEN nor MIKOSHIBA is in default under or in breach of any terms or provisions of the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary ofRiken/Mikoshiba Agreement, and to receive answers from, representatives such agreement is in full force and effect as ** CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. of the Company concerning date hereof. During the term of this Agreement, neither RIKEN nor MIKOSHIBA shall amend, modify, terminate or cause a default under the Riken/Mikoshiba Agreement. Notwithstanding any provision in the Riken/Mikoshiba Agreement, each of RIKEN and MIKOSHIBA consent to the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144this Agreement and, to the Company or to an Affiliate extent any of a Purchaser or in connection the terms and conditions of this Agreement are inconsistent with a pledgeprovisions of the Riken/Mikoshiba Agreement, the Company may require the transferor thereof to provide to the Company an opinion terms and conditions of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion this Agreement shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Actgovern.

Licensor’s Representations and Warranties. As of the date of the commencement of the TERM (except for such representations and warranties that speak as of a particular date), Licensor represents and warrants that: (a) The patents and patent applications identified on Schedule A are accurately described and are all Licensor has the patents and patent applications currently owned by Licensor or its Affiliates that are necessary or useful for Licensor to makefull right, use, offer to sell, sellpower, and import authority to execute and deliver this Agreement and to grant the Licensed Products license granted in the Field of Use in the Territory;Section 2.1 hereof and perform its obligations hereunder. (b) it and its Affiliates are the sole and exclusive owners of the entire right, title, and interest in and to the Licensed Patents in the Field of Use in the Territory, as evidenced by the assignment agreements attached hereto as Exhibit 2; Licensor (ci) it has, and throughout the Term will retain, the right necessary to grant the license granted to Licensee hereunder, and it (ii) within the Territory, has not granted, and is not under any obligation to grant, and will not grant during the Term to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory Intellectual Property that conflicts with the rights and licenses granted to Licensee hereunder;. (c) To the knowledge of Licensor, in the Territory there is no settled, pending, or threatened litigation, opposition, or other claim or proceeding challenging the validity, enforceability, ownership, registration, or use of the Licensed Intellectual Property in connection with Licensee’s uses permitted hereunder in the Territory. (d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution not brought or threatened any claim against any third party alleging infringement of the Licensed PatentsIntellectual Property, including nor to its knowledge, is any disclosure requirements of third party infringing or threatening to infringe the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto; (e) Licensor will comply with all terms of the UMB Agreement to preserve its rights Licensed Intellectual Property in the Option; Territory. 2.7 (fa) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term Disclaimer of the UMB Agreement in compliance with the terms of the UMB Agreement. (g) Licensor understands that the Preferred Stock and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933Other Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities lawNEITHER PARTY MAKES ANY WARRANTY WHATSOEVER WITH RESPECT TO THE LICENSED PRODUCTS, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities lawTHE SPECIFICATIONS, TRADE NAMES AND/OR TRADEMARKS THEREFOR, OR ANY OF THE OTHER INFORMATION PROVIDED BY EITHER PARTY TO THE OTHER PARTY PURSUANT TO THIS AGREEMENT, AND NEITHER PARTY GIVES OR MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO IMPLIED WARRANTY OF MERCHANTABILITY, NO IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, AND NO IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, IS GIVEN OR MADE OR SHALL ARISE BY OR IN CONNECTION WITH ANY USE, MANUFACTURE, DISTRIBUTION, IMPORTATION, OFFER FOR SALE, COMMERCIALIZATION OR SALE OF ANY LICENSED PRODUCT BY LICENSEE OR ITS CUSTOMERS, OR LICENSOR’S AND/OR CUSTOMER’S CONDUCT IN RELATION THERETO OR TO EACH OTHER. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Act.EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN,

Licensor’s Representations and Warranties. Licensor represents and warrants thatto the Licensee as follows: (ai) The patents Exhibit 1 attached hereto sets forth a complete and patent applications identified on Schedule A are accurately described and are all the patents and patent applications currently owned by Licensor or its Affiliates that are necessary or useful for Licensor to make, use, offer to sell, sell, and import the Licensed Products in the Field accurate list of Use in the Territory; (b) it and its Affiliates are the sole and exclusive owners of the entire right, title, and interest in and to the Licensed Patents as of the date of this Agreement. (ii) Licensor has all necessary corporate power and authority to enter into this Agreement and perform its obligations hereunder with regard to the Technology, the Licensed Patents and the Martek Products. Licensor’s performance under this Agreement does not conflict with any other contract to which Licensor is bound. (iii) As of the date of this Agreement, Licensor has no actual knowledge of the existence of any Third Party patents, other than Suntory’s patent #JP 2▇▇▇▇▇▇ in the Field of Use Japan directed to arachidonic acid technology, which would preclude commercial exploitation in the Territory, as evidenced by Licensee or its Affiliates, of the assignment agreements attached hereto as Exhibit 2; (c) it has, and throughout the Term will retainTechnology, the right to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grant, to any third party any license, lien, option, encumbranceMartek Products, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder; (d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto;. (eiv) Licensor warrants that the Martek Products will comply with all terms of the UMB Agreement to preserve its rights in the Option; (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement be manufactured in compliance with current good manufacturing practices promulgated by U.S. Food and Drug Administration, including knowledge or documentation of origin of all raw materials, and in accordance with the terms Specifications. Licensor shall supply a certificate of conformity with the Specifications. The exclusive liability of Licensor, and Licensee’s exclusive remedy, for failure of any Martek Product to conform to the Specifications shall be the replacement of the UMB Agreementnonconforming Martek Products at no additional charge to where it was delivered and found to be in non-conformity or a refund of the purchase price paid by Licensee for the nonconforming Martek Products (including duty, freight, insurance charges, and other similar related expenses) at the Licensor’s sole option. (gv) Once a year and at mutually agreeable times during Licensor’s normal business hours, Licensee shall have the right but not the obligation to inspect manufacturing facilities owned by Licensor understands where the Martek Products are produced upon reasonable notice to Licensor. *The asterisk denotes that the Preferred Stock and the shares confidential portions of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and this exhibit have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof omitted in violation reliance on Rule 24b-2 of the Securities Exchange Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of 1934. The confidential portions have been submitted separately to the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its businessExchange Commission. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Act.

Licensor’s Representations and Warranties. Licensor Each Licensor, jointly and severally, hereby represents and warrants to OPI that, as of the Effective Date: 7.1.1 SDRI is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of New Jersey and, Otodyne is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Each Licensor has the corporate power and authority to execute and deliver the Transaction Documents and to perform its obligations under the Transaction Documents and this Agreement. The execution, delivery and performance of the Transaction Documents by each Licensor have been duly and validly authorized and approved by proper corporate action on the part of each Licensor, each Licensor has taken all other action required by Law, its certificate of incorporation, by-laws or other organizational documents to authorize such execution, delivery and performance. Each of the Transaction Documents constitutes a legal, valid and binding obligation of each Licensor, enforceable against each Licensor in accordance within its terms, except as enforceability may be limited by applicable equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally. No notice to or consent, approval, authorization, order, filing, registration or qualification of or with any court, Governmental Authority or any Person(s) not a party to this Agreement or other Transaction Document is required to be made or obtained by a Licensor in connection with the execution and delivery of the Transaction Documents or the consummation by the Licensors of the transactions contemplated thereby. 7.1.2 Neither the execution and delivery of this Agreement or any other Transaction Document nor the consummation of the transactions contemplated hereby or thereby will (a) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of any Licensor under, or result in the creation of any Lien on any of the Licensed Patents, Licensed Technology or Licensed Products pursuant to, any Contract or Governmental Authorization of a Licensor, (b) violate, conflict with or result in a breach of or constitute a default under any provision of the certificate of incorporation or bylaws or other organizational documents of a Licensor, (c) violate, conflict with or result in a breach of or constitute a default under any judgment, order, decree, rule or regulation of any court or Governmental Authority to which a Licensor or any of the Licensed Patents, Licensed Technology or Licensed Products is subject or may be bound or (d) violate, conflict with or result in a breach of any Laws or applicable regulations to which a Licensor or any of the Licensed Patents, Licensed Technology or Licensed Products is subject or may be bound. 7.1.3 To the Knowledge of Licensors, there is no, and within the past five years there has not been any, action, claim (including regarding infringement of Intellectual Property), complaint, demand, suit, proceeding, arbitration, grievance, citation, notice of non-compliance, summons, subpoena, request for information by a Governmental Authority, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to the Knowledge of Licensors, threatened against a Licensor or any of its Representatives relating to the Licensed Patents, Licensed Technology or Licensed Products, the exploitation of the foregoing, or the transactions contemplated by the Transaction Documents. There are no, and there have not been any judicial orders, writs, injunctions, decrees, judgments or stipulations in force against a Licensor or its Representatives (in their capacity as such) with respect to the Licensed Patents, Licensed Technology or Licensed Products. 7.1.4 To the Knowledge of Licensors, the Licensors and their Representatives have disclosed to OPI: (a) The patents all material scientific and patent applications identified on Schedule A are accurately described and are all the patents and patent applications currently owned by Licensor or its Affiliates that are necessary or useful for Licensor to maketechnical information, useincluding any publications, offer to sellposters, sellCMC data, pharmacokinetics data, and import the Regulatory Documentation relating to Licensed Products in or their manufacture or use as such exists as of the Field of Use in the TerritoryEffective Date; (b) correct and complete copies of all submissions, if any, of Licensors to the FDA, or any other similar state or foreign Governmental Authority relating to any Licensed Product, and all amendments and supplements thereto, including all related pre-clinical and clinical data, and all related complaint information, adverse event information and safety information; (c) all material information relating to the Licensed Patents and Licensed Technology, including any invention disclosures, prior art search results and related memoranda and patentability opinions or evaluations, validity and enforceability searches and opinions or evaluations, freedom to operate searches and opinions or evaluations, and correspondence with and interview notes or other notes regarding communications with any of the inventor(s) and all other such material information in the possession of Licensor or their Representatives as of the Effective Date (including all material facts and publications that could constitute prior art, whether discovered before or after filing of the subject patent application) that, in such attorney(s),’ agent(s),’ or employees’ reasonable judgment likely would be relevant to any Governmental Authority’s consideration of whether any of the Licensed Patents are patentable/unpatentable, valid/invalid or enforceable/unenforceable. 7.1.5 The scientific, technical and other information relating to the Licensed Patents, Licensed Technology and Licensed Products disclosed or made available by a Licensor or any of their Representatives to OPI has been, to the Knowledge of Licensors, true and correct in all respects, experimental data therein is based upon actual experimentation conducted by or on behalf of Licensors or their Representatives, and includes any adverse information known to a Licensor or its Representatives relating to the Licensed Patents, Licensed Technology or Licensed Products. 7.1.6 Except for the IND identified on Schedule 2, no IND has been filed by Licensor or any of its Representatives with any Regulatory Authority in any country involving any Licensed Product or any of the Licensed Technology. Neither Licensors nor any of their Representatives is currently: (a) working to file on his/her/its or another Person’s behalf own behalf, (b) advising or consulting with any Person in preparation for or in connection with filing, (c) holding an investment in or providing debt financing to any Person that is preparing to file, or (d) assisting or encouraging any Person in connection with, any submission to a Regulatory Authority in any country involving any Licensed Product or any of the Licensed Technology. 7.1.7 To the Knowledge of Licensors, the manufacture, use, sale, offer for sale, and import of any other Licensed Products based upon the Licensed Technology as it exists on the Effective Date, including Licensed Products described in the IND identified on Schedule 2, does not, and if were the subject of Regulatory Approval, would not, infringe the Patent rights of any Person. The use, reproduction or disclosure of the Licensed Technology to OPI pursuant to the terms of this Agreement, and OPI’s exercise of its Affiliates rights hereunder in connection therewith, does not, and to the Knowledge of Licensors, after the Effective Date will not, infringe, misappropriate or otherwise violate the trade secret rights or copyrights of any other Person. Neither Licensor nor any of its Representatives has received any allegation that the manufacture, use, sale, offer for sale, and import of Licensed Products or Licensed Technology infringes or will infringe the Patents of any Third Party or infringes, misappropriates or otherwise violates or will infringe, misappropriate or otherwise violate the intellectual property rights of any Person. 7.1.8 Except as specified within the SDRI-Otodyne Agreement, each Licensor has the unrestricted right to grant to OPI all rights in the Licensed Patents and Licensed Technology that are being granted to OPI under this Agreement upon the sole terms set forth herein. Neither Licensor nor any of its Representatives has granted any license or sublicense to any rights in the Licensed Patents or Licensed Technology to any Third Party that are in conflict with the rights granted to OPI in this Agreement. 7.1.9 Schedule 3 sets forth, with the owner, country(ies) or region, registration and exclusive owners application numbers and dates indicated, as applicable, all Licensed Patents that have issued or that have been applied for and are pending issuance with any Governmental Authority. All fees, taxes, annuities and other payments associated with filing, prosecuting, issuing, recording, registering or maintaining Licensed Patents have been paid in full in a timely manner to the proper Governmental Authority as of the Effective Date. Except as specified on Schedule 3 otherwise, each Licensed Patent listed or required to be listed thereon is owned solely by a Licensor, is active, is valid and enforceable (if granted), and the ownership of the entire right, titletitle and interest is recorded (through its entire chain of title beginning with and including each inventor) with the applicable Governmental Authority solely in the name of a Licensor. Each Licensor’s Representatives that have been involved in prosecution of the Licensed Patents are not aware of any information that, in their reasonable judgment, would likely render any of the granted Licensed Patents invalid or unenforceable and that is not part of the publicly available file history. Each Licensor and its Representatives have complied with all duties of candor owed to each Governmental Authority with respect to each of the Licensed Patents. 7.1.10 Licensors and their Representatives have taken reasonable and customary measures to maintain and protect, as applicable, the confidentiality of the Confidential Information within the Licensed Technology. 7.1.11 All Representatives of Licensors who are or were involved in the design, creation, conception, reduction to practice or development of Licensed Technology or Licensed Patents or who were provided the composition of the Licensed Products manufactured before the Effective Date using the Licensed Technology or claimed by the Licensed Patents, have executed written Contracts (a) obligating them not to disclose the Confidential Information within the Licensed Technology, (b) specifying that all tangible materials that result from work performed by them on behalf of a Licensor or its Affiliate is “work made for hire” under U.S. copyright laws or that they are otherwise obligated to assign to Licensor all copyrights in such works, and interest (c) specifying that Licensor solely owns and that such Representative assigns, immediately upon conception or creation, all other Intellectual Property rights relating to the Licensed Technology and Licensed Patents. 7.1.12 Except as described on Schedule 4, none of the Consultants or other Representatives of a Licensor is an inventor or author of any Technology or Patent necessary for or reasonably useful to the Development, manufacturing, seeking or obtaining Regulatory Approval for, or commercialization of any Licensed Product that has not been assigned to a Licensor. Except as described on Schedule 4, none of the Consultants or other Representatives of a Licensor owns, in whole or in part, or has been granted a licensed to, any Technology or Patent necessary for or reasonably useful to the Development or manufacturing of, seeking or obtaining Regulatory Approval for, or marketing, distribution, sale or other commercialization of, any Licensed Product. Except as described on Schedule 4, no Person has alleged to Licensor or any of its Representatives that any Third Party owns, in whole or in part, any of the Licensed Technology or Licensed Patents, and to the Knowledge of Licensors, there is no reasonable basis for any such allegation. Without limiting the foregoing, except as described on Schedule 4, neither Cirrus Pharmaceuticals, Inc., Pharmakey LLC, ▇▇▇▇▇▇▇▇ ▇▇▇▇, M.D. nor any of their respective Representatives are an inventor or author of, or otherwise own or claim to own, any Technology or Patent necessary for or reasonably useful to the Development, manufacturing, seeking or obtaining Regulatory Approval for, or commercialization of any Licensed Patents Product that has not been assigned to a Licensor as of the Effective Date. 7.1.13 Except as specified in the Field SDRI-Otodyne Agreement, neither Licensor nor any of Use in the Territorytheir Representatives has been granted a license, as evidenced by the assignment agreements attached hereto as Exhibit 2; (c) it hascovenant not to ▇▇▇, and throughout the Term will retain, the immunity from suit or similar right to grant the license granted to Licensee hereunder, and it has not granted, and is not from any Person under any obligation Intellectual Property contained within, necessary for, or reasonably useful to grantthe Development, manufacturing, seeking or obtaining Regulatory Approval for, or commercialization of any Licensed Product or other exploitation of any of the Licensed Technology or Licensed Patents. 7.1.14 Except for those Contracts listed in clauses a. – d. of item no. 17 on Schedule 2, neither Licensor nor any of their Representatives is (or was) a party to any third party any licenseContract (whether or not in effect as of the Effective Date) relating to the Development, lienmanufacturing, option, encumbranceseeking or maintaining Regulatory Approval for, or commercialization of any Licensed Product. All of the Contracts listed in clauses a. – c. of item no. 17 on Schedule 2 are terminated as of the Effective Date and the Contract listed in clause d. of item no. 17 on Schedule 2 was only a quotation that was never accepted so never became a binding Contract. 7.1.15 Licensors: (a) have not received any FDA Form 483, notice of adverse finding, warning letter, untitled letter or other contingent correspondence or non-contingent right, title, notice from the FDA or interest in any other Governmental Authority alleging or to the Licensed Patents in the Field of Use in the Territory that conflicts asserting material noncompliance with the rights and licenses granted to Licensee hereunder; (d) Licensor has complied and/or will comply in all material respects with all applicable any Laws or any Governmental Authorizations in connection with the prosecution Licensed Products; (b) has not received notice of any proceeding from the Licensed Patents, including any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto; (e) Licensor will comply with all terms of the UMB Agreement to preserve its rights in the Option; (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB Agreement. (g) Licensor understands that the Preferred Stock and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) FDA or any applicable state securities law and other Governmental Authority or Third Party alleging that any Licensed Product is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of any Laws or Governmental Authorizations and to the Securities Act Knowledge of Licensors neither the FDA nor any other Governmental Authority or Third Party is considering any such proceeding; (c) has not received notice that the FDA or any applicable state securities law, other Governmental Authority has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present timetaken, is able taking or intends to afford a complete loss of such investment. (j) Licensor is nottake action to limit, to Licensor’s knowledgesuspend, purchasing the Preferred Stock and Conversion Shares as a result of modify or revoke any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, Governmental Authorizations related to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion SharesLicensed Products; (iid) access to information about the Company has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses supplements or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision amendments with respect to the investment. Licensed Products as required by any Laws or Governmental Authorities; and (le) The Preferred Stock to the Knowledge of Licensors their manufacturers and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of suppliers have at all times manufactured all products and compounds in compliance with state current Good Manufacturing Practices for the manufacture of products as are required by applicable Governmental Authorities or applicable Law in the relevant jurisdiction, including the rules and federal securities laws. In connection with any transfer regulations of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, the FDA. 7.1.16 All preclinical investigations sponsored by Licensors relating to the Company Licensed Products have been and are being conducted in material compliance with applicable Laws. Licensors have not received any notices or other correspondence from the FDA or any other Governmental Authority performing functions similar to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected those performed by the transferor and reasonably acceptable FDA with respect to any ongoing clinical or pre-clinical studies or tests relating to Licensed Products requiring the Companytermination, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration suspension or material modification of such transferred Preferred Stock studies or Conversion Shares under the Securities Acttests. 7.1.17 Neither Licensor nor any of its Representatives has conducted any clinical investigation involving

Licensor’s Representations and Warranties. Licensor hereby represents and warrants to Licensee that: (a) 13.1 It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder. 13.2 The patents execution and patent applications identified on Schedule A are accurately described and are all the patents and patent applications currently owned delivery of this Agreement by Licensor or its Affiliates that are has been duly authorized by all necessary or useful for Licensor to make, use, offer to sell, sellcorporate action. 13.3 This Agreement has been duly executed and delivered by, and import constitutes a valid and binding obligation of Licensor, enforceable against Licensor in accordance with the Licensed Products terms and conditions set forth in the Field of Use this Agreement. 13.4 The public performing rights to any musical works contained in the Territory; (b) it and its Affiliates are the sole and exclusive owners each of the entire rightIncluded Programs, titleare either (i) controlled by ASCAP, and interest in and to the Licensed Patents in the Field of Use BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, as evidenced (ii) controlled by Licensor to the assignment agreements attached hereto as Exhibit 2;extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the public performance rights in the music without obtaining a valid license and without payment of a music publishing public performance rights royalty or license fee, and if a music publishing public performance rights royalty is required to be paid in connection with the exhibition of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information necessary for the licenses required hereunder, including, without limitation, information regarding the title, composer and publisher of such music. Licensee’s responsibility for such payments shall be conditional upon Licensor furnishing Licensee with all such applicable information in a reasonably timely manner. 13.5 Licensor shall maintain all government licenses (cif any) required to perform its obligations under this Agreement. 13.6 Licensor further represents and warrants to Licensee, without limiting its withdrawal rights under Section 6 of this Schedule A, that: (a) it has, and throughout controls the Term will retain, the right necessary rights to grant the license rights granted to Licensee hereunder, free and clear of any and all litigation, liens, claims and encumbrances which could adversely affect Licensee’s rights under this Agreement; (b) with respect to each Included Program, it has not granted, and is not under any obligation to grant, paid or will pay all amounts that have become or may hereafter become payable to any third person or party any license, lien, option, encumbrance, who or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder; (d) Licensor has complied and/or will comply in all material respects with all applicable Laws which performed services in connection with the prosecution of the Licensed Patentswith, including any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto; (e) Licensor will comply with all terms of the UMB Agreement to preserve its provided materials and/or rights in the Option; (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB Agreement. (g) Licensor understands that the Preferred Stock and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (l) The Preferred Stock and Conversion Shares received upon conversion production of such Included Program by reason of the Preferred Stock may only exercise of any and all rights granted to Licensee herein with respect to such Included Program, (c) except as otherwise provided in Section 13.4 of this Schedule, Licensor shall be disposed responsible for the payment of in compliance with state any and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares all taxes (other than pursuant sales tax) and all other third party payments or obligations of any kind or nature, including but not limited to an effective registration statement license fees, guild and union residuals, third party fees, participations, royalties and the like, due at any time now or Rule 144in the future to any and all such third parties arising out of the sale, rental and/or other distribution of the Included Programs licensed hereunder. Notwithstanding anything contained herein to the Company contrary, Licensee acknowledges and agrees that a breach of the representations and warranties contained in this Section 13.6 shall not be deemed to be a breach of this Agreement or to an Affiliate constitute a Licensor Event of Default under Section 17.2 of this Schedule, and Licensee’s sole remedy with respect to a Purchaser or breach of the representations and warranties in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion this Section 13.6 shall be reasonably satisfactory that Licensor shall be required to the Company, to the effect that indemnify Licensee in accordance with Section 15.1 of this Schedule for any claims arising from such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Actbreach.

Licensor’s Representations and Warranties. Licensor hereby warrants and represents and warrants thatto Licensee as follows: (a) The patents This Agreement has been duly authorized, executed and patent applications identified on Schedule A are accurately described and are all the patents and patent applications currently owned delivered by Licensor and constitutes a valid and binding obligation of Licensor, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Licensor and the consummation of the transactions contemplated hereby do not and will not conflict with or its Affiliates that are necessary result in any material breach of any of the provisions of, or useful for constitute a material default under, or result in a material violation of, or require any authorization, consent or approval, under the provisions of any agreement or instrument to which Licensor is bound or affected, or any law, statute, rule, regulation, judgment order or decree to make, use, offer to sell, sell, and import the Licensed Products in the Field of Use in the Territory;which Licensor is subject. (b) it and its Affiliates are Licensor owns the sole and exclusive owners of the entire right, title, and interest in and rights to the Products, Licensed Patents in the Field Patents, Licensed Trademarks and Know-how and Licensor has not previously granted any of Use in the Territory, as evidenced by the assignment agreements attached hereto as Exhibit 2;such rights to a third party. (c) it has, and throughout the Term will retainTo Licensor's knowledge, the Products, Licensed Patents, Licensed Trademarks and Know-how do not infringe on any patent, trademark, copyright or other intellectual property right to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grant, to of any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder;party. (d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution not received notice of any claims, actions, suits or proceedings pending or threatened affecting Licensor, the Licensed Patents, including any disclosure requirements of the United States Patent Licensed Trademarks or Knowhow, which, if adversely determined, would have an adverse effect upon Licensee's ability to manufacture, have manufactured, use or sell the Products or otherwise practice the rights and Trademark Office and any foreign patent officetechnology licensed to Licensee by Licensor under this Agreement, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto;to Licensor's knowledge, there is no reasonable basis for anyone to bring such claims, actions, suits or proceedings. (e) Licensor will comply with all terms has not received any claim from any third-party proceedings relating to the Licensed Patents, Licensed Trademarks, Know-how, or the Products which are based upon infringement of the UMB Agreement to preserve its rights in the Option;any patent or trademark or misappropriation or misuse of trade secrets. (f) Licensor intends to The Products are effective for their intended uses of appetite and will make its best commercial efforts to exercise its option smokingdesire suppressant and take a UMB License under the UMB Agreement during the Term concentrations of the UMB Agreement in compliance with active and inactive ingredients are at levels that the terms of Flavor and Extract Manufacturers Association generally regards as safe, and, to Licensor's knowledge, the UMB AgreementProducts are safe for their intended uses. (g) Licensor understands that the Preferred Stock and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933has disclosed all information in its possession or control which, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view in his reasonable opinion, would be material to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary ofLicensee entering into this Agreement, and to receive answers from, representatives the best of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to his information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with does not contain any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate untrue statements of a Purchaser material fact or in connection with omit to state a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Actmaterial fact.

Licensor’s Representations and Warranties. Licensor represents The Licensors jointly and warrants severally represent and warrant to PentaPure that: : (a) The patents and patent applications identified on Schedule A are accurately described and are all the patents and patent applications currently owned by Licensor or its Affiliates that are necessary or useful for Licensor to make, use, offer to sell, sell, and import the Licensed Products in the Field of Use in the Territory; (b) it and its Affiliates Licensors are the sole and exclusive owners of the entire right, title, and interest in and to Licensed Technology; (b) all rights of the Licensed Patents in the Field of Use in the Territory, as evidenced by the assignment agreements attached hereto as Exhibit 2; (c) it has, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest Licensors in or to the Licensed Patents Technology within the Licensed Fields of Use are hereby being licensed to PentaPure; (c) the Licensed Technology is secret and has not been revealed to anyone other than the Licensors, employees of xxxxxxx, persons or entities that have signed confidentiality agreements not to disclose, xxxxxxx' counsel, and to the PTO in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder; Licensed Patent Application; (d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including any disclosure requirements of the United States Patent and Trademark Office and any foreign only patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto; (e) Licensor will comply with all terms of the UMB Agreement to preserve its rights in the Option; (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB Agreement. (g) Licensor understands that the Preferred Stock and the shares of common stock applications which have been filed by or on behalf of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Licensed Technology are the Licensed Patent Application and the patent application (lthe "Assigned Patent Application") The Preferred Stock referred to in the Assignment of even date hereof by xxxxxxxx to PentaPure (the "Assignment") and Conversion Shares received upon conversion a request for non-publication of has been made to the PTO as to both the Licensed Patent Application and the Assigned Patent Application; (e) to the best of Licensors' knowledge, the Licensed Technology and PentaPure's practice of the Preferred Stock may only be disposed Licensed Technology does not infringe the proprietary rights of in compliance with state and federal securities laws. In connection with any transfer other party; (f) there are no suits, claims, demands or any form of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144litigation asserted or, to the Company or to an Affiliate of a Purchaser or in connection Licensor's knowledge threatened, with a pledge, the Company may require the transferor thereof to provide respect to the Company an opinion Licensed Technology or its ownership; (g) Licensors have not previously sold, licensed, transferred or encumbered the Licensed Technology or any rights therein in any manner; (h) the Licensors are entitled to enter into this Agreement without obtaining the consent of counsel selected any third party; and (i) this Agreement is a valid and binding obligation of the Licensors that is enforceable by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities ActPentaPure in accordance with its terms.