No Asterias Associate owns or has any Claim, right (whether or not currently exercisable) or interest to or in any Intellectual
Property rights that are owned or purported to be owned by Asterias and each Asterias Associate who is or was involved in the
invention, creation or development of any Intellectual Property rights that are owned or purported to be owned by Asterias has
signed a valid and enforceable written agreement containing an assignment of all Intellectual Property rights to Asterias and
confidentiality provisions protecting the Intellectual Property rights that are owned or purported to be owned by Asterias. Such
assignments of Intellectual Property rights to Asterias by an Asterias Associate have complied with the local Laws in which Asterias
operates, including Laws regarding remuneration or compensation, to effectuate a valid assignment.
No funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational
institution is being used, directly or indirectly, to create, in whole or in part, Asterias Owned Intellectual Property.
Asterias has taken commercially reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights
in all material proprietary information held by Asterias, or purported to be held by Asterias, as a material Trade Secret. To
the knowledge of Asterias, no current or former employee, consultant, contractor, partner or investor of Asterias is in unauthorized
possession of any of the Trade Secrets included in Asterias Intellectual Property.
Section 3.14(e) of the Asterias Disclosure Letter sets forth each: (i) license agreement pursuant to which Asterias licenses
in any Intellectual Property right (each an “Asterias In-bound License”) or licenses out any Intellectual Property
right owned by Asterias; provided, that, Asterias licenses shall not include clinical trial related agreements that license in
or license out any Intellectual Property solely for the purposes of conducting a clinical trial and/or analyzing the results of
such clinical trial; and provided further that Asterias In-bound Licenses shall not include commercially available off-the-shelf
software that are generally available on the basis of nondiscriminatory pricing terms for $5,000 or less, and (ii) agreement containing
a covenant not to sue with respect to any Intellectual Property.