CALIFORNIA, STATE OF, EMPLOYMENT DEVELOPMENT (4) - 2015

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a). Patent Rights With respect to inventions made by Subrecipient in the performance of this subgrant agreement, which did not result from research and development specifically included in the Subgrant's scope of work, Subrecipient hereby grants to Pass -through Entity a license as described under paragraph 19(c) for devices or material incorporating, or made through the use of such inventions. If such inventions result from research and development work specifically included within the subgrant agreement's scope of work, then Subrecipient agrees to assign to Pass -through Entity, without addition compensation, all its right, title and interest in and to such inventions and to assist Pass -through Entity in securing United States and foreign patents with respect thereto. f). Third -Party Intellectual Property Except as provided herein, Subrecipient agrees that its performance of this subgrant agreement shall not be dependent upon or include any Intellectual Property of Subrecipient or third party without first: (i) obtaining Pass -through Entity's prior written approval; and (ii) granting to or obtaining for Pass -through Entity's, without additional compensation, a license, as described in paragraph 19(c), for any of Subrecipient's or third-party's Intellectual Property in existence prior to the effective date of this subgrant agreement. If such a license upon these terms is unattainable, and Pass -through Entity determines that the Intellectual Property should be included in or is required for Subrecipient performance of this subgrant agreement, Subrecipient shall obtain a license under terms acceptable to Pass -through Entity. g). Warranties (1). Subrecipient represents and warrants that: (a). It has secured and will secure all rights and licenses necessary for its performance of this subgrant agreement. (b). Neither Subrecipient's performance of this subgrant agreement, nor the exercise by either Party of the rights granted in this subgrant agreement, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display/performance, distribution, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or Pass -through Entity and which result directly or indirectly from this subgrant agreement will infringe upon or violate any Intellectual Property right, non -disclosure obligation, or other proprietary right or interest of any third -party or entity now existing under the laws of, or hereafter existing or issued by, any state, the United States, or any foreign country. There are currently no actual or threatened claims by any such third party based on an alleged violation of any such right by Subrecipient. (c). Neither Subrecipients performance nor any part of its performance will violate the right of privacy of, or constitute a libel or slander against any person or entity. (d). It has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, consents, waivers or releases from all authors. (a). Of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites locations, property or props that may be used or shown. (f). It has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to Pass -through Entity in this subgrant agreement. (g). It has appropriate systems and controls in place to ensure that state Page 16 of 21