definiens: thereof within the meaning of the Securities Act of 1933, as amended ( the ) . ACTll understands that neither the Warrants issuable pursuant to this Agreement nor the shares of Common Stock issuable upon exercise of such Warrants ( the ) have been or will be registered under the Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of ACTII 's investment intent as expressed herein . ACTII further acknowledges and understands that .(i ) the Warrants and the Warrant Shares must be held indefinitely unless the Warrants or the Warrant Shares, as the case may be, are SUbsequently registered under the · Act or an exemption from such registration is available, and ( ii ) that the certificates eVidencing the Warrants and the Warrant Shares will be imprinted with a legend which prohibits the transfer of the Warrants ana;the Warrant Shares unless the Warrants or the Warrant Shares, as the case may be, are regiStered or such registration is not required in the opinion of counsel for [COMPANY] . ACro furth~ warrants and represents it has the capacity to protect its own interests in connection with the purchase of the W mants and the Warrant Shares by virtue of the business or financial ex.pertise of its officers and directors or of professional advisors to ACTII who are unaffiliated with and who are not compensated by [COMPANY] or any of its affiliates, directly or indirectly _ 7.2 Representations and Warranties of [COMPANY] . [COMPANY] hereby represents and warrants that : ( a ) [COMPANY] Patents . [COMPANY] is the owner or ex.clusive licensee of [COMPANY] Patents . [COMPANY] has the legal right and authority to license [COMPANY] Patents to ACTll as contemplated by this Agreement . To [COMPANY] 's knowledge, none of the [COMPANY] Patents is subject ( 0 any invalidity proceedings in front of, or has been found to be invalid by, a. court of competent 15 SDILlnl\tl'K,,"S1.w;.Qoi(~WVo.c!.DOCl ~ W~ jurisdiction, and none of the [COMPANY] Patents is subject to any proceedings alleging infringement of third party rights in front of, or has been found to infringe ( hird party rights by, a court of competent jurisdiction . To [COMPANY] 's knowledge, none of the [COMPANY] Proprietary Information is subject to any proceedings alleging misappropriation of any of said [COMPANY] Proprietary Information from a third party