Assignor. The Assignor # represents and warrants that # it is the legal and beneficial owner of the Assigned Interest, # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and # 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 # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with the Credit 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 ​, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or # the performance or observance by ​, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor. Assignor hereby represents and warrants to Assignee as follows:

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

Assignee: ​

[and is [a ​] [a ​ Affiliate of [identify ​]​]]

Termination. Upon any termination of this Agreement pursuant to Section 8.2 or Section 8.3, the Patent Rights shall automatically be reassigned to Assignor, and Assignee will assist Assignor in formally transferring the Patent Rights to the Assignor, at Assignee’s cost. Notwithstanding the foregoing, solely in the event of termination of this Agreement by Assignor pursuant to Section 8.3 (but not termination of this Agreement by Assignee pursuant to Section 8.2):

Assignor makes no warranty of title with respect to the land covered by the lease, but Assignor does warrant and represent to Assignee that:

There is no lawsuit, claim, action, investigation or proceeding in progress or, to the knowledge of Assignor, pending or threatened against Assignor, # relating to and adversely affecting this Agreement or the transactions contemplated hereby, or # that would materially delay the ability of Assignor to perform its obligations hereunder.

ASSIGNOR

To the best knowledge of Assignor, there is no action, litigation, investigation, condemnation or proceeding of any kind pending against the Assignor or the Assets;

Assignor and Assignee acknowledge and agree that notwithstanding the assignment provided for herein, Assignor shall not be released from any of its obligations under the Lease.