Aduro Covenant. Aduro covenants that, during the Term, it will not knowingly assign, transfer, convey or otherwise grant to any Person any rights to any Aduro Know-How and Aduro Patent Right (or any rights to any intellectual property that would otherwise be included in the Aduro Know-How or Aduro Patent Rights if not assigned, transferred, conveyed or otherwise granted to a Third Party), in any manner that is inconsistent with the exclusive license granted to Lilly pursuant to Section 2.1.1.

No Assignment. Aduro has not granted any right, license or interest in or to the Aduro Patent Rights or Aduro Know-How that is inconsistent with the licenses and rights granted to Lilly under this Agreement.

Ownership; Rights and Related Actions. Aduro is the sole and exclusive owner of the Aduro Know-How and the Aduro Patent Rights, and, in each case, has the ability to grant to Lilly the rights granted to Lilly under this Agreement, and such ownership is free and clear of all encumbrances, security interests, options and licenses. None of the Aduro Know-How or Aduro Patent Rights is subject to any existing royalty or other payment obligations to any Third Party under any agreement or understanding entered into by Aduro or its Affiliates.