The Contributor shall prepare, execute, deliver and file any and all agreements, documents or instruments which are necessary to enable Company to # prosecute and maintain the material Intellectual Property (including Patents therein) in accordance with the terms of the License Agreement to the extent that the Contributor has the right to prosecute and maintain such material Intellectual Property; and # defend or assert such material Intellectual Property against commercially significant infringement or interference by any other Persons, and against any claims of invalidity or unenforceability, in the United States, in each case, in accordance with the terms of the License Agreement (including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a Third Party for declaratory judgment of non-infringement or non-interference) solely to the extent that the Contributor has the right to do so. until completion of the assignments hereunder.

prepare, execute, deliver and file any and all agreements, documents or instruments which are necessary to # prosecute and maintain the material Intellectual Property (including Patents therein) in accordance with the terms of the License Agreement to the extent that the Contributor has the right to prosecute and maintain such material Intellectual Property; and # defend or assert such material Intellectual Property against commercially significant infringement or interference by any other Persons, and against any claims of invalidity or unenforceability, in the United States, in each case, in accordance with the terms of the License Agreement (including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a Third Party for declaratory judgment of non-infringement or non-interference) to the extent that the Contributor has the right to do so. The Contributor shall keep Company and its assigns informed of all of such actions and Company and its assigns (including the Lender) shall have the opportunity to participate and meaningfully consult with the Contributor with respect to the direction thereof and the Contributor shall consider all of Company’s or such assign’s comments in good faith. For clarity, this subsection # shall apply only to the extent of the Contributor’s or any Affiliate’s rights (including rights to review and comment) to prosecute, maintain and/or enforce the Intellectual Property.

Borrower shall, at its sole expense, exercise its rights under the Contribution Agreement to cause the Company to prepare, execute, deliver and file any and all agreements, documents or instruments which are necessary and/or desirable to # prosecute and maintain the material Intellectual Property (including Patents therein); and # defend or assert such material Intellectual Property against commercially significant infringement or interference by any other Persons, and against any claims of invalidity or unenforceability (including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a Third Party for declaratory judgment of non-infringement or non-interference) to the extent the Company has the right to do so. Borrower shall keep Lender informed of all of such actions and Lender shall have the opportunity to participate and meaningfully consult with Borrower and the Company with respect to the direction thereof and Borrower shall, and shall cause the Company to, consider all of Lender’s comments in good faith. For clarity, this subsection # shall apply only to the extent of Borrower’s or any Affiliate’s rights (including rights to review and comment) to prosecute, maintain and/or enforce the Intellectual Property.