For good and valuable consideration including, but not limited to, the Acquisition and the Capital Raise, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns, sells and transfers to Assignee all of Assignor’s right, title and interest in and to the Assigned IP, the Intellectual Property and the Intellectual Property Rights, together with all goodwill related thereto and all rights to fully exploit, and to enforce all infringement claims in respect of any of, such Intellectual Property (the “ Assignment ”).