Assignor[s]. [The][Each] Assignor # represents and warrants that # it is the legal and beneficial owner of [the][the relevant] Assigned Interest, # [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and # it is not a Defaulting [[Organization B:Organization]]; and # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with the Term Loan Agreement or any other Loan Document, # the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, # the financial condition of the [[Organization A:Organization]], any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or # the performance or observance by the [[Organization A:Organization]], any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

[Assignor [is] [is not] a Defaulting Lender]

Indemnification by Assignor. Assignor shall indemnify Assignee and its Affiliates and their respective officers, directors, employees, agents, successors and assigns against, and shall hold them harmless from, any Loss to the extent such Loss arises from or in connection with the following:

Assignor Non-Compete. Upon fulfillment/satisfaction in full of Assignee’s obligations under Section 1 of this Agreement and the full and complete disclosure by the Assignor of all information required to be disclosed by it under Section 1 of this Agreement, Assignor shall refrain for a period of sixty (60) months from the date hereof, from practicing the Subject Patent, or manufacturing, distributing or representing for sale or distribution any products that, by any reasonable measure, compete, directly or indirectly, with the Subject Product. For removal of any doubt, products sold by Assignor in the Field, as defined hereinabove, will not be deemed in competition with the Subject Product while the License is in effect.

In complete redemption of Assignee’s shares in Assignor, Assignor hereby assigns, transfers and distributes to Assignee its rights, title and interest in the Assigned Interests; which Assigned Interests are currently owned by Assignor.

S. Real Property Holding Corporation. The Company is not and has never been a

S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

S. Person. Any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

S. Transaction. You are not permitted to make any public advertising or announcements regarding the MSUs or Common Stock in Russia, or promote these shares to other Russian legal entities or individuals, and you are not permitted to sell or otherwise dispose of Common Stock directly to other Russian legal entities or individuals. You are permitted to sell shares of Common Stock only on the New York Stock Exchange and only through a U.S. broker.

S. Government Securities Business Day immediately following any Daily SOFR Determination Day, SOFR in respect of such Daily SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Daily Simple SOFR has not occurred, then SOFR for such Daily SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided, further, that SOFR as determined pursuant to this proviso shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three consecutive Daily SOFR Rate Days. Notwithstanding anything to the contrary, if Daily Simple SOFR as so determined shall ever be less than the Floor, then Daily Simple SOFR shall be deemed to be the Floor.