Assignor is the sole and exclusive owner and assignee of all right, title and interest in the Assigned Patents, including all rights to sue for past, present and future infringement thereof, free and clear of all Encumbrances, other than Existing Encumbrances. After giving effect to the assignment as set forth in Section 2 , Assignee shall be the sole and exclusive owner and assignee of, and shall have good and marketable title to, all right, title and interest in the Assigned Patents, including all rights to sue for past, present and future infringement thereof, free and clear of all Encumbrances, other than Existing Encumbrances. All Assigned Patents have been duly filed or registered (as applicable) with the applicable Governmental Authorities, prosecuted and maintained, including the submission of all necessary filings and fees in accordance with all requirements of applicable laws, regulations and administrative requirements of the appropriate jurisdictions.