Common use of Intellectual Property; IT Assets; Data Privacy Clause in Contracts

Intellectual Property; IT Assets; Data Privacy. (a) Section 4.14(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and accurate list of (i) all Company Intellectual Property that is Registered Intellectual Property that has not otherwise lapsed, been abandoned, expired or been cancelled (“Company Registered Intellectual Property”), (ii) a high level, non-confidential description of any invention disclosures and draft patent applications included in the Company Intellectual Property, (iii) all material unregistered Trademarks owned or purported to be owned by the Company or any of its Subsidiaries and (iv) all material unregistered Software for any Company Product, indicating for each such item in clause (i), as applicable, the owner, the application, publication or registration number, and date and jurisdiction of filing or issuance, as applicable. All necessary registration, maintenance, renewal, and other relevant filing fees due through the date of this Agreement have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Governmental Authority or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the Company Registered Intellectual Property in full force and effect. (b) Except for matters identified on Section 4.14(b) of the Company Disclosure Letter, the Company is the sole and exclusive owner (including owner of record) of all right, title and interest in and to each item of Company Intellectual Property noted in Section 4.14(a) of the Company Disclosure Letter, except for Permitted Liens and the Company Intellectual Property exclusively licensed to the Company. (c) Each material item of Company Registered Intellectual Property (other than applications for Company Registered Intellectual Property) is subsisting and, with respect to material items of Company Registered Intellectual Property issued by an applicable Governmental Authority, valid and enforceable (assuming registration where required for enforcement), and there are no Legal Proceedings (including any interferences, cancellation proceedings, oppositions, or other contested proceedings) pending or, to the Knowledge of the Company, threatened, against the Company or any of the Company Subsidiaries (or to the Knowledge of the Company, any other Person), with respect to any such item of Intellectual Property Rights, and there are no claims pending by a third Person against the Company or any of the Company Subsidiaries (or to the Knowledge of the Company, any other Person), challenging the validity, enforceability, registration, ownership or use of any Company Intellectual Property. (d) Except as set forth in Section 4.14(d)(i) of the Company Disclosure Letter, the Company and the Company Subsidiaries, as applicable, own free and clear of all Liens (other than Permitted Liens) or otherwise possess adequate rights to use, all Intellectual Property Rights used in, held for use in or necessary for their respective businesses as currently conducted (including with respect to any and all Company Products). Except as noted in Section 4.14(b) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has granted to any Person a joint ownership interest of, or has granted, or permitted any Person to retain, any exclusive rights that remain in effect in, any Company Intellectual Property. The Company Intellectual Property noted in Section 4.14(a) of the Company Disclosure Letter and Licensed Intellectual Property noted in Section 4.14(d)(ii) of the Company Disclosure Letter include all Intellectual Property Rights that are necessary and sufficient to enable the operation and conduct of the businesses of the Company and the Company Subsidiaries as currently being conducted or as contemplated to be conducted. (e) Since January 1, 2017, the conduct of the businesses of the Company and the Company Subsidiaries and the Company Products have not infringed, violated, or misappropriated the Intellectual Property Rights of any third-party and do not infringe, violate or misappropriate the Intellectual Property Rights of any third-party. Except as set forth on Section 4.14(e) of the Company Disclosure Letter, no Legal Proceeding has been filed or threatened in writing against the Company or any Company Subsidiary by any third-party since January 1, 2017 (i) alleging that the conduct of the businesses of the Company or the Company Subsidiaries infringes, violates or misappropriates the Intellectual Property Rights of any third-party or (ii) challenging or contesting the ownership, validity, scope, registrability, enforceability or use of any Company Intellectual Property other than office actions in the ordinary course of prosecution. (f) To the Knowledge of the Company, no Person has been or is misappropriating, infringing, diluting or violating any Company Intellectual Property. No such claims have been made in writing (including cease and desist letters or offers to take a license) against any Person by the Company or any Company Subsidiary. (g) No current or former director, officer, employee, contractor or consultant of the Company or the Company Subsidiaries jointly owns or retains any license or similar right under any material Company Intellectual Property. All Persons who contributed to the creation or development of any material Company Intellectual Property owned or purported to be owned by the Company or any Company Subsidiary have signed written documents obligating them to assign and have validly and presently assigned, in writing, to the Company or the Company Subsidiaries their rights and interests therein, except where such Company Intellectual Property automatically vested in the Company by operation of Law. No current or former directors, officers, employees, contractors or consultants of the Company or any of the Company Subsidiaries has made a written claim, or to the Knowledge of the Company, threatened to make any claim, of ownership or right, in whole or in part, to any material Company Intellectual Property or to any remuneration in connection therewith. (h) The Company and each of the Company Subsidiaries have exercised commercially reasonable efforts to protect their rights in all Company Intellectual Property, including Trade Secrets, material to the business of the Company or any of the Company Subsidiaries that are Company Intellectual Property, including through the development of policies for the protection of such Company Intellectual Property, and, to the Knowledge of the Company, there has been no unauthorized use, disclosure or misappropriation by any Person of any such Company Intellectual Property, including Trade Secrets, except where failure to do so would not be material to the Company and the Company Subsidiaries, taken as a whole. Each current and former employee, consultant or independent contractor of the Company or any Company Subsidiary who has had access to any Company Intellectual Property has entered into a written agreement with the Company or Company Subsidiary to protect the secrecy and confidentiality of such Trade Secrets, except where failure to do so would not be material. The Company and the Company Subsidiaries have not disclosed any confidential Company Intellectual Property or Trade Secrets to any third party other than pursuant to a written non-disclosure and confidentiality agreement restricting the use and disclosure thereof in a manner sufficient for the protection thereof and there has been no breach of any such agreement. In connection with the Company’s and the Company Subsidiaries’ license grants to third-parties of any licenses to use any Source Code to any Software for any Company Product for which the Company and the Company Subsidiaries have determined to maintain as a Trade Secret, such arrangements contain customary contractual protections designed to appropriately limit the rights of such third-party licensees and preserve the Company’s rights to the Trade Secrets embodied by such Source Code, except where such failure to do so would not be material to the Company and the Company Subsidiaries, taken as a whole. (i) No Person other than the Company and the Company Subsidiaries has an actual or contingent right to access or possess (including pursuant to escrow), a copy in any form of any Source Code for any Software owned by the Company and all such Source Code is in their sole possession and has been maintained as strictly confidential. No Software owned by the Company is subject to Copyleft Terms. (j) No government funding and no facilities of a university, college, other educational institution or research center were used in the development of any Company Intellectual Property where, as a result of such funding or the use of such facilities, such Entity has any right, title or interest in such Company Intellectual Property, and (ii) no former or current employee, consultant or independent contractor of the Company or any Company Subsidiary who contributed to the creation or development of any Company Intellectual Property has performed services for the government or a university, college, other educational institution or research center during a period of time during which such employee, consultant or independent contractor was also performing services for the Company or any Company Subsidiary. (k) To the Knowledge of the Company, since January 1, 2020, except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Processing of any Personal Data by or on behalf of the Company and the Company Subsidiaries has not violated, and does not violate, any applicable Privacy and Data Security Requirements. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, there is no Legal Proceeding pending, asserted in writing or threatened in writing against the Company or any of the Company Subsidiaries alleging a violation of any Privacy and Data Security Requirement or any Person’s right of privacy or publicity. Neither the Company nor its Subsidiaries has (i) received any written communications from or (ii) to the Knowledge of the Company, been the subject of any claim, charge, investigation or regulatory inquiry by a data protection authority or any other Governmental Authority, in each of (i) and (ii), regarding the Processing of Personal Data. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the execution and performance of this Agreement will not breach or otherwise cause any violation on the part of the Company or any of the Company Subsidiaries of any applicable Privacy and Data Security Requirements. (l) The IT Assets operate and perform in all material respects sufficient to permit the operation of the Company’s and Company Subsidiaries’ business as currently conducted. Since January 1, 2020, (i) there has been no information security incident or data breach or unauthorized access that has compromised the confidentiality, integrity or availability of any of the IT Assets or data thereon, and (ii) the Company and the Company Subsidiaries have used security measures designed to protect the IT Assets from, and the IT Assets do not contain, any time bombs, spyware, viruses, worms, trojan horses, bugs or faults, breakdowns, contaminants or continued substandard performance that would be expected to cause any disruption or interruption in or to the use of any such IT Assets or to the business of the Company and Company Subsidiaries. (m) Since January 1, 2020, the Company and Company Subsidiaries have (i) implemented and maintained reasonable technical, administrative and organizational safeguards to protect Personal Data and other confidential data in its possession or under its control against loss, theft, misuse or unauthorized access, use, modification, alteration, destruction, or disclosure, and (ii) except as would not reasonably be expected, individually or in the aggregate, to result in a material liability, required that its third party vendors and any third-party with access to Personal Data collected by or on behalf of the Company and Company Subsidiaries has implemented and maintained the same. To the Knowledge of the Company, there has been no unauthorized access to, unlawful Processing, disclosure or use, or accidental or unlawful destruction, loss or alteration to (i) any Personal Data, business proprietary or sensitive information related to the business of or used by the Company or the Company Subsidiaries or (ii) any IT Assets that Process Personal Data related to the business of or used by the Company or the Company Subsidiaries, its respective Personal Data processors, customers, subcontractors or vendors, or any other Persons on its or their behalf. Neither the Company nor the Company Subsidiaries has notified or plans to notify, either voluntarily or as required by any Privacy and Data Security Requirements, any affected individual, any third-party, any Governmental Authority or the media of any breach or non-permitted use or Processing or disclosure of Personal Data related to the business of or used by the Company or the Company Subsidiaries. Neither the Company, the Company Subsidiaries, nor any third party acting at their direction or authorization has paid: (i) any perpetrator of any data breach incident or cyber-attack; or (ii) any third party with actual or alleged information about a data breach incident or cyber-attack, pursuant to a request for payment from or on behalf of such perpetrator or other third party.

Intellectual Property; IT Assets; Data Privacy. (a) Section 4.14(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and accurate list of (i) all Company Intellectual Property that is Registered Intellectual Property that has not otherwise lapsed, been abandoned, expired or been cancelled (“Company Registered Intellectual Property”), and (ii) a high level, non-confidential description of any invention disclosures and draft patent applications included in the Company Intellectual Property, (iii) all material unregistered Trademarks owned or purported to be owned by the Company or any of its Subsidiaries and (iv) all material unregistered Software for any Company Product, indicating for each such item in clause (i), as applicable, the owner, the application, publication or registration number, and date and jurisdiction of filing or issuance, as applicable. All necessary registration, maintenance, renewal, and other relevant filing fees due through the date of this Agreement have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Governmental Authority or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the Company Registered Intellectual Property in full force and effect. (b) Except for matters identified on Section 4.14(b) of the Company Disclosure Letter, the The Company is the sole and exclusive owner (including owner of record) of all right, title and interest in and to each item of Company Intellectual Property noted in Section 4.14(a) of the Company Disclosure LetterProperty, except for Permitted Liens and the Company Intellectual Property exclusively licensed to the Company. (c) Each material Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, each item of Company Registered Intellectual Property (other than applications for Company Registered Intellectual Property) is subsisting and, with respect to material items of Company Registered Intellectual Property issued by an applicable Governmental Authority, to the Company’s Knowledge, valid and enforceable (assuming registration where required for enforcement), and there are no Legal Proceedings (including any interferences, cancellation proceedings, oppositions, or other contested proceedings) pending or, to the Knowledge of . To the Company, threatened, against the Company or any of the Company Subsidiaries (or to the ’s Knowledge of the Company, any other Person), with respect to any such item of Intellectual Property Rights, and there are no claims pending by a third Person against the Company or any of the Company Subsidiaries (or to the Knowledge of the Company, any other Person), challenging the validity, enforceability, registration, ownership or use of any Company Intellectual Property. (d) Except except as set forth noted in Section 4.14(d)(i4.14(a)(i) and Section 4.14(a)(ii) of the Company Disclosure Letter, the Company, and Company and Subsidiaries exclusively own the Company SubsidiariesIntellectual Property, as applicable, own free and clear of all Liens (other than Permitted Liens. (d) or otherwise possess adequate rights to use, all Intellectual Property Rights used in, held for use in or necessary for their respective businesses as currently conducted (including with respect to any and all Company Products). Except as noted in Section 4.14(b4.14(a) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has granted to any Person a joint ownership interest of, or has granted, or permitted any Person to retain, any exclusive rights that remain in effect in, any Company Intellectual PropertyProperty material to the conduct of the businesses of the Company and the Company Subsidiaries. The To the Company’s Knowledge, the Company Intellectual Property noted in Section 4.14(a) of the Company Disclosure Letter and Licensed Intellectual Property noted in Section 4.14(d)(ii) of the Company Disclosure Letter include all Intellectual Property Rights that are necessary and sufficient to enable the operation and conduct of the businesses of the Company and the Company Subsidiaries as currently being conducted or as contemplated to be conducted. (e) Since To the Company’s Knowledge and except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, since January 1, 20172019, the conduct of the businesses of the Company and the Company Subsidiaries and the Company Products have not infringed, violated, or misappropriated the Intellectual Property Rights of any third-third party and do not infringe, violate or misappropriate the Intellectual Property Rights of any third-third party. Except as set forth on Section 4.14(e) of the Company Disclosure Letter, no No Legal Proceeding has been filed or threatened in writing against the Company or any Company Subsidiary by any third-third party since January 1, 2017 2019 (i) alleging that the conduct of the businesses of the Company or the Company Subsidiaries infringes, violates or misappropriates the Intellectual Property Rights of any third-third party or (ii) challenging or contesting the ownership, validity, scope, registrability, enforceability or use of any Company Intellectual Property other than office actions in the ordinary course of prosecution. (f) To the Knowledge of the Company’s Knowledge, except as would not have a Company Material Adverse Effect, no Person has been or is misappropriating, infringing, diluting or violating any Company Intellectual Property. No such claims have been made in writing (including cease and desist letters or offers to take a license) against any Person by the Company or any Company Subsidiary. (g) No To the Knowledge of the Company, no current or former director, officer, employee, contractor or consultant of the Company or the Company Subsidiaries jointly owns or retains any license or similar right under any material Company Intellectual Property. All To the Company’s Knowledge, all Persons who contributed to the creation or development of any material Company Intellectual Property owned or purported to be owned by the Company or any Company Subsidiary have signed written documents obligating them to assign and have validly and presently assigned, in writing, to the Company or the Company Subsidiaries their rights and interests therein, except where such Company Intellectual Property automatically vested in the Company by operation of Law. No current or former directors, officers, employees, contractors or consultants of the Company or any of the Company Subsidiaries has made a written claim, or to the Knowledge of the Company’s Knowledge, threatened to make any claim, of ownership or right, in whole or in part, to any material Company Intellectual Property or to any remuneration in connection therewith. (h) The Company and each of the Company Subsidiaries have exercised commercially reasonable efforts to protect their rights in all Company Intellectual Property, including the Trade Secrets, Secrets material to the business of the Company or any of the Company Subsidiaries that are Company Intellectual Property, including through the development of policies for the protection of such Company Intellectual PropertyTrade Secrets, and, to the Knowledge of the Company, there has been no unauthorized use, disclosure or misappropriation by any Person of any such Company Intellectual Property, including Trade Secrets, except where failure to do so would not be material to the Company and the Company Subsidiaries, taken as a whole. Each To the Company’s Knowledge, each current and former employee, consultant or independent contractor of the Company or any Company Subsidiary who has had access to any Trade Secrets that are Company Intellectual Property has entered into a written agreement with the Company or Company Subsidiary to protect the secrecy and confidentiality of such Trade Secrets, except where failure to do so would not be material. The Company and the Company Subsidiaries have not disclosed any confidential Company Intellectual Property or Trade Secrets to any third party other than pursuant to a written non-disclosure and confidentiality agreement restricting the use and disclosure thereof in a manner sufficient for the protection thereof and there has been no breach of any such agreement. In connection with the Company’s and the Company Subsidiaries’ license grants to third-third parties of any licenses to use any Source Code to any Software for any Company Product for which the Company and the Company Subsidiaries have determined to maintain as a Trade Secret, such arrangements contain customary contractual protections designed to appropriately limit the rights of such third-third party licensees and preserve the Company’s rights to the Trade Secrets embodied by such Source Code, except where such failure to do so would not be material to the Company and the Company Subsidiaries, taken as a whole. (i) No Person other than the Company and the Company Subsidiaries has an actual or contingent right to access or possess (including pursuant to escrow), a copy in any form of any Source Code for any Software owned by the Company and all such Source Code is in their sole possession and has been maintained as strictly confidential. No Software owned by the Company is subject to Copyleft Terms. (j) No government funding and no facilities of a university, college, other educational institution or research center were used in the development of any Company Intellectual Property where, as a result of such funding or the use of such facilities, such Entity entity has any right, title or interest in such Company Intellectual Property, and (ii) no former or current employee, consultant or independent contractor of the Company or any Company Subsidiary who contributed to the creation or development of any Company Intellectual Property has performed services for the government or a university, college, other educational institution or research center during a period of time during which such employee, consultant or independent contractor was also performing services for the Company or any Company Subsidiary. (kj) To the Knowledge of the Company, since January 1, 20202019, except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Processing of any Personal Data by or on behalf of the Company and the Company Subsidiaries has not violated, and does not violate, any applicable Privacy and Data Security Requirements. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, there is no Legal Proceeding pending, asserted in writing or threatened in writing against the Company or any of the Company Subsidiaries alleging a violation of any Privacy and Data Security Requirement or any Person’s right of privacy or publicity, and, to the Knowledge of the Company, no valid basis exists for any such Legal Proceeding. Neither Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, neither the Company nor its Subsidiaries has (i) received any written communications from or (ii) to the Knowledge of the Company, been the subject of any claim, charge, investigation or regulatory inquiry by a data protection authority or any other Governmental Authority, in each of (i) and (ii), regarding the Processing of Personal Data. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the execution and performance of this Agreement will not breach or otherwise cause any violation on the part of the Company or any of the Company Subsidiaries of any applicable Privacy and Data Security Requirements. (lk) The To the Knowledge of the Company, the IT Assets operate and perform in all material respects sufficient to permit the operation of the Company’s and Company Subsidiaries’ business as currently conducted. Since To the Knowledge of the Company, since January 1, 20202019, except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) there has been no information successful security incident or data breach or unauthorized access that has compromised the confidentiality, integrity to or availability use of any of the IT Assets or data thereonAssets, and (ii) the Company and the Company Subsidiaries have has used security measures designed to protect the IT Assets from, and the IT Assets do not contain, from any time bombs, spyware, viruses, worms, trojan horses, bugs or faults, breakdowns, contaminants or continued substandard performance that would be expected to cause any disruption or interruption in or to the use of any such IT Assets or to the business of the Company and Company Subsidiaries. (ml) Since January 1, 20202019, the Company and Company Subsidiaries have (i) implemented and maintained reasonable technical, administrative and organizational safeguards to protect Personal Data and other confidential data in its possession or under its control against loss, theft, misuse or unauthorized access, use, modification, alteration, destruction, disclosure or disclosureother Proceeding, and (ii) except as would not reasonably be expected, individually or in the aggregate, taken reasonable steps to result in a material liability, required ensure that its any third party vendors and any third-party with access to Personal Data collected by or on behalf of the Company and Company Subsidiaries has implemented and maintained the same. To the Knowledge of the Company, there except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, no Person has been no gained unauthorized access to, engaged in unauthorized or unlawful Processing, disclosure or use, or accidental accidentally or unlawful destructionunlawfully destroyed, loss lost or alteration to altered (i) any Personal Data, business proprietary or sensitive information Data related to the business of or used by the Company or the Company Subsidiaries or (ii) any IT Assets that Process Personal Data related to the business of or used by the Company or the Company Subsidiaries, its respective Personal Data processors, customers, subcontractors or vendors, or any other Persons on its or their behalf. Neither the Company nor the Company Subsidiaries has notified or plans to notify, either voluntarily or as required by any Privacy and Data Security Requirements, any affected individual, any third-third party, any Governmental Authority or the media of any breach or non-permitted use or Processing or disclosure of Personal Data related to the business of or used by the Company or the Company Subsidiaries. Neither the Company, the Company Subsidiaries, nor any third party acting at their direction or authorization has paid: (i) any perpetrator of any data breach incident or cyber-attack; or (ii) any third party with actual or alleged information about a data breach incident or cyber-attack, pursuant to a request for payment from or on behalf of such perpetrator or other third party.

Intellectual Property; IT Assets; Data Privacy. (a) Section 4.14(a3.15(a) of the Company Disclosure Letter sets forth, forth a true and complete list as of the date Execution Date of this Agreement, a complete and accurate list of (i) all Company Intellectual Property that is Registered Intellectual Property that has not otherwise lapsed(collectively, been abandoned, expired or been cancelled (the “Company Registered Intellectual Property”). The Registered Intellectual Property is subsisting, (ii) a high leveland each of the issued and granted items included in the Registered Intellectual Property is, non-confidential description to the Knowledge of the Company, valid and enforceable. There are no inventorship challenges, opposition or nullity proceedings or interferences with respect to any invention disclosures and draft patents or patent applications included in the Registered Intellectual Property, or to the Knowledge of the Company, threatened in writing. There has been no claim, action, suit or proceeding pending, or to the Company’s Knowledge, threatened in writing since the Look-Back Date, against the Company or its Subsidiaries concerning the ownership, validity, registerability or enforceability of any Company Intellectual Property, (iii) all material unregistered Trademarks owned or purported to be owned by the Company or any of its Subsidiaries and (iv) all material unregistered Software for any Company Product, indicating for each such item in clause (i), as applicable, the owner, the application, publication or registration number, and date and jurisdiction of filing or issuance, as applicable. All necessary registration, maintenance, renewal, and other relevant filing fees due through the date of this Agreement have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Governmental Authority or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the Company Registered Intellectual Property in full force and effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the Knowledge of the Company, the Company and its Subsidiaries own or have the sufficient right to use, pursuant to a written license, all material Intellectual Property Rights used in or necessary for matters identified on the conduct of their respective businesses as currently conducted. To the Knowledge of the Company, the Company Intellectual Property is not subject to any outstanding Governmental Order adversely affecting the Company’s or its Subsidiaries’ rights to or use of such Intellectual Property Rights. (c) With the exception of any material Intellectual Property set forth at Section 4.14(b3.15(a) of the Company Disclosure Letter, the Company and its Subsidiaries solely and exclusively own all material Company Intellectual Property, free and clear of all Encumbrances, other than Permitted Encumbrances. (d) To the Knowledge of the Company, none of the products or services distributed, sold, or offered by the Company and its Subsidiaries nor the conduct of the respective businesses of the Company and its Subsidiaries infringe, misappropriate or otherwise violate, or have infringed, misappropriated or otherwise violated since the Look-Back Date, any Intellectual Property Rights of any Person, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company. As of the Execution Date, there has been no claim or action, suit or other Proceeding pending, or to the Knowledge of the Company, threatened in writing against the Company or its Subsidiaries since the Look-Back Date alleging the foregoing. (e) To the Knowledge of the Company, no Person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated since the sole Look-Back Date any Company Intellectual Property. Since the Look-Back Date, neither the Company nor any of its Subsidiaries has asserted in writing, or to the Knowledge of the Company, threatened a claim, action, suit or proceeding against any third party alleging the foregoing. (f) The Company and exclusive owner its Subsidiaries have taken commercially reasonable measures to protect the confidentiality and value of all trade secrets and other material confidential information that are owned, used or held by the Company or its Subsidiaries, and to the Knowledge of the Company, such trade secrets and confidential information have not been disclosed by the Company or its Subsidiaries to any Person, except pursuant to written non-disclosure and/or license agreements which, to the Knowledge of the Company, have not been breached. (g) To the Knowledge of the Company, the Company and each of its Subsidiaries have obtained from all Persons (including owner current or former employees, officers, directors, consultants and contractors) who have created or developed any material Intellectual Property Rights for or on behalf of record) the Company or its Subsidiaries written, present assignments of all right, title and interest in and to each item of Company such Intellectual Property noted in Section 4.14(aRights to the Company or its applicable Subsidiary. (h) To the Knowledge of the Company Disclosure LetterCompany, except for Permitted Liens and no Software included in the Company Intellectual Property exclusively licensed is subject to any “open source” or “copyleft” obligations that conditions the distribution of any such Software on (i) the disclosure, licensing or distribution of any source code for such Software; (ii) the grant to licensees of the right to make derivative works or other modifications to such Software; (iii) the licensing under terms that allow such Software to be reverse engineered; or (iv) redistribution or public disclosure of such Software at no license fee, in each case of (i)-(iv) except as would not be expected to be material to the Company. (c) Each material item of Company Registered Intellectual Property (other than applications for Company Registered Intellectual Property) is subsisting and, with respect to material items of Company Registered Intellectual Property issued by an applicable Governmental Authority, valid and enforceable (assuming registration where required for enforcement), and there are no Legal Proceedings (including any interferences, cancellation proceedings, oppositions, or other contested proceedings) pending or, to the Knowledge of the Company, threatened, against the Company or any of the Company Subsidiaries (or to the Knowledge of the Company, any other Person), with respect to any such item of Intellectual Property Rights, and there are no claims pending by a third Person against the Company or any of the Company Subsidiaries (or to the Knowledge of the Company, any other Person), challenging the validity, enforceability, registration, ownership or use of any Company Intellectual Property. (d) Except as set forth in Section 4.14(d)(i) of the Company Disclosure Letter, the Company and the Company Subsidiaries, as applicable, own free and clear of all Liens (other than Permitted Liens) or otherwise possess adequate rights to use, all Intellectual Property Rights used in, held for use in or necessary for their respective businesses as currently conducted (including with respect to any and all Company Products). Except as noted in Section 4.14(b) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has granted to any Person a joint ownership interest of, or has granted, or permitted any Person to retain, any exclusive rights that remain in effect in, any Company Intellectual Property. The Company Intellectual Property noted in Section 4.14(a) of the Company Disclosure Letter and Licensed Intellectual Property noted in Section 4.14(d)(ii) of the Company Disclosure Letter include all Intellectual Property Rights that are necessary and sufficient to enable the operation and conduct of the businesses of the Company and the Company Subsidiaries as currently being conducted or as contemplated to be conducted. (e) Since January 1, 2017, the conduct of the businesses of the Company and the Company Subsidiaries and the Company Products have not infringed, violated, or misappropriated the Intellectual Property Rights of any third-party and do not infringe, violate or misappropriate the Intellectual Property Rights of any third-party. Except as set forth on Section 4.14(e) of the Company Disclosure Letter, no Legal Proceeding has been filed or threatened in writing against the Company or any Company Subsidiary by any third-party since January 1, 2017 (i) alleging that the conduct of the businesses of the Company or the Company Subsidiaries infringes, violates or misappropriates the Intellectual Property Rights of any third-party or (ii) challenging or contesting the ownership, validity, scope, registrability, enforceability or use of any Company Intellectual Property other than office actions in the ordinary course of prosecution. (f) To the Knowledge of the Company, no Person other than the Company and its Affiliates and employees and contractors of the Company and its Affiliates has been provided with the source code, or is misappropriatinghas a right to be provided with the source code (including any such right that may arise after the occurrence of any specified event or circumstance), infringing, diluting or violating for any material Software included in the Company Intellectual Property. No such claims have been made in writing (including cease and desist letters or offers to take a license) against any Person by the Company or any Company Subsidiary. (gj) No current or former director, officer, employee, contractor or consultant of the Company or the Company Subsidiaries jointly owns or retains any license or similar right under any material Company Intellectual Property. All Persons who contributed to the creation or development of any material Company Intellectual Property owned or purported to be owned by the Company or any Company Subsidiary have signed written documents obligating them to assign and have validly and presently assigned, in writing, to the Company or the Company Subsidiaries their rights and interests therein, except where such Company Intellectual Property automatically vested in the Company by operation of Law. No current or former directors, officers, employees, contractors or consultants of the Company or any of the Company Subsidiaries has made a written claim, or to To the Knowledge of the Company, threatened to make any claimthe IT Assets owned, of ownership controlled or right, in whole or in part, to any material Company Intellectual Property or to any remuneration in connection therewith. (h) The Company and each of the Company Subsidiaries have exercised commercially reasonable efforts to protect their rights in all Company Intellectual Property, including Trade Secrets, material to the business of otherwise used by the Company or any of its Subsidiaries (i) are sufficient in all material respects for the current needs of the businesses of the Company and its Subsidiaries, (ii) operate and perform in all material respects as required by each of the Company and its Subsidiaries that are Company Intellectual Propertyin connection with their respective businesses as currently conducted, including through and (iii) have not materially malfunctioned or failed since the development of policies for the protection of such Company Intellectual Property, and, to Look-Back Date. To the Knowledge of the Company, there no Person has been no gained or attempted to gain unauthorized use, disclosure or misappropriation by any Person access to such IT Assets since the Look-Back Date. Each of any such Company Intellectual Property, including Trade Secrets, except where failure to do so would not be material to the Company and the Company Subsidiaries, taken as a whole. Each current and former employee, consultant or independent contractor of the Company or any Company Subsidiary who has had access to any Company Intellectual Property has entered into a written agreement with the Company or Company Subsidiary to protect the secrecy and confidentiality of such Trade Secrets, except where failure to do so would not be material. The Company and the Company its Subsidiaries have not disclosed any confidential Company Intellectual Property or Trade Secrets to any third party other than pursuant to a written non-disclosure implemented commercially reasonable backup and confidentiality agreement restricting the use and disclosure thereof in a manner sufficient for the protection thereof and there has been no breach of any such agreement. In connection with the Company’s and the Company Subsidiaries’ license grants to third-parties of any licenses to use any Source Code to any Software for any Company Product for which the Company and the Company Subsidiaries have determined to maintain as a Trade Secret, such arrangements contain customary contractual protections designed to appropriately limit the rights of such third-party licensees and preserve the Company’s rights to the Trade Secrets embodied by such Source Code, except where such failure to do so would not be material to the Company and the Company Subsidiaries, taken as a whole. (i) No Person other than the Company and the Company Subsidiaries has an actual or contingent right to access or possess (including pursuant to escrow), a copy in any form of any Source Code for any Software owned by the Company and all such Source Code is in their sole possession and has been maintained as strictly confidential. No Software owned by the Company is subject to Copyleft Terms. (j) No government funding and no facilities of a university, college, other educational institution or research center were used in the development of any Company Intellectual Property where, as a result of such funding or the use of such facilities, such Entity has any right, title or interest in such Company Intellectual Property, and (ii) no former or current employee, consultant or independent contractor of the Company or any Company Subsidiary who contributed to the creation or development of any Company Intellectual Property has performed services for the government or a university, college, other educational institution or research center during a period of time during which such employee, consultant or independent contractor was also performing services for the Company or any Company Subsidiarydisaster recovery technology processes. (k) To the Knowledge of the Company, since January 1the Company and its Subsidiaries have established and implemented written policies and organizational, 2020physical, administrative, and technical policies regarding privacy and cybersecurity that are, in all material respects, commercially reasonable and consistent with applicable data privacy and security contractual obligations, of the Company and its Subsidiaries, and applicable Law. The Company and its Subsidiaries’ privacy policies are posted and accessible on the Company’s and its Subsidiaries’ websites and on any other mechanism through which the Company or its Subsidiaries collects, uses, stores, processes, transmits, transfers or discloses Personal Information, in each case, as required under applicable Law, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries have complied with all of such policies, and with all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer (including cross-border transfers), disclosure and protection of Personal Information, including complying with all applicable requirements of the California Consumer Privacy Act, the EU General Data Protection Regulation, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, and all other Laws implementing, supplementing, amending, replacing or superseding the foregoing, except where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (l) To the Knowledge of the Company, except as would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Company Material Adverse Effect, and to the Processing extent required under applicable Laws, the Company and each of any its Subsidiaries have written agreements in place with all Persons who collect, use, store, process, transmit, transfer, or disclose Personal Data Information by or on behalf of the Company and the Company Subsidiaries has not violatedor its Subsidiaries, and does not violate, any applicable Privacy and Data Security Requirements. Except as would not reasonably be expected, individually or which agreements require such Persons to safeguard such Personal Information in the aggregate, to have a Company Material Adverse Effect, there is no Legal Proceeding pending, asserted in writing or threatened in writing against the Company or any of the Company Subsidiaries alleging a violation of any Privacy and Data Security Requirement or any Person’s right of privacy or publicity. Neither the Company nor its Subsidiaries has (i) received any written communications from or (ii) to the Knowledge of the Company, been the subject of any claim, charge, investigation or regulatory inquiry by a data protection authority or any other Governmental Authority, in each of (i) and (ii), regarding the Processing of Personal Data. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the execution and performance of this Agreement will not breach or otherwise cause any violation on the part of the Company or any of the Company Subsidiaries of any applicable Privacy and Data Security Requirements. (l) The IT Assets operate and perform in all material respects sufficient to permit the operation of the Company’s and Company Subsidiaries’ business as currently conducted. Since January 1, 2020, (i) there has been no information security incident or data breach or unauthorized access that has compromised the confidentiality, integrity or availability of any of the IT Assets or data thereon, and (ii) the Company and the Company Subsidiaries have used security measures designed to protect the IT Assets from, and the IT Assets do not contain, any time bombs, spyware, viruses, worms, trojan horses, bugs or faults, breakdowns, contaminants or continued substandard performance that would be expected to cause any disruption or interruption in or to the use of any such IT Assets or to the business manner consistent with commitments of the Company and its Subsidiaries and in compliance with all applicable Laws. The Company Subsidiaries. (m) Since January 1and each of its Subsidiaries have taken commercially reasonable steps designed to ensure that Personal Information that is collected, 2020used, stored, processed, transmitted, transferred, or disclosed by the Company or its Subsidiaries is protected against loss and Company Subsidiaries have (i) implemented and maintained reasonable technical, administrative and organizational safeguards to protect Personal Data and other confidential data in its possession or under its control against loss, theft, misuse or unauthorized access, use, modification, alteration, destruction, disclosure or disclosure, and (ii) except as would not reasonably be expected, individually or in the aggregate, to result in a material liability, required that its third party vendors and any third-party with access to Personal Data collected by or on behalf of the Company and Company Subsidiaries has implemented and maintained the sameprocessing. To the Knowledge of the Company, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there has have not been no any data breaches or other incidents of unauthorized access to, unlawful Processingor unauthorized disclosure, disclosure use or useprocessing of, or accidental or unlawful destructionsuch Personal Information since the Look-Back Date. Since the Look-Back Date, loss or alteration to (i) any Personal Data, business proprietary or sensitive information related to the business of or used by the Company or the Company Subsidiaries or (ii) any IT Assets that Process Personal Data related to the business of or used by the Company or the Company Subsidiaries, its respective Personal Data processors, customers, subcontractors or vendors, or any other Persons on its or their behalf. Neither neither the Company nor the Company any of its Subsidiaries has notified received any written claim, notice or plans to notify, either voluntarily or as required by any Privacy and Data Security Requirements, any affected individual, any third-party, any Governmental Authority or the media complaint alleging a material violation of any breach Person’s rights or non-permitted use reasonable expectations of privacy or Processing or disclosure of Personal Data related to the business of or used by the Company or the Company Subsidiaries. Neither the Company, the Company Subsidiaries, nor any third party acting at their direction or authorization has paid: (i) any perpetrator of any data breach incident or cyber-attack; or (ii) any third party with actual or alleged information about a data breach incident or cyber-attack, pursuant to a request for payment from or on behalf of such perpetrator or other third partyconfidentiality.

Intellectual Property; IT Assets; Data Privacy. (a) Section 4.14(a3.14(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and accurate list of (i) all Company Intellectual Property that is Registered Intellectual Property that has not otherwise lapsed, been abandoned, expired or been cancelled (“Company Registered Intellectual Property”), and (ii) a high level, non-confidential description of any invention disclosures and draft patent applications included in the Company Intellectual Property, in each case (iiii) all material unregistered Trademarks owned or purported to be owned by the Company or any of its Subsidiaries and (iv) all material unregistered Software for any Company Productii), indicating for each such item in clause (i)item, as applicable, the owner, the application, publication or registration number, and date and jurisdiction of filing or issuance, as applicable. All necessary registration, maintenance, renewal, and other relevant filing fees due through the date of this Agreement have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Governmental Authority or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the Company Registered Intellectual Property in full force and effect. (b) Except for matters identified on Section 4.14(b) of the Company Disclosure Letter, the The Company is the sole and exclusive owner (including owner of record) of all right, title and interest in and to each item of Company Intellectual Property noted in Section 4.14(a) of the Company Disclosure LetterProperty, except for Permitted Liens and the Company Intellectual Property exclusively licensed to the Company. (c) Each material item of Company Registered Intellectual Property (other than applications for Company Registered Intellectual Property) is subsisting and, with respect to material items of Company Registered Intellectual Property issued by an applicable Governmental Authority, to the Company’s Knowledge, valid and enforceable (assuming registration where required for enforcement), and there are no Legal Proceedings (including any interferences, cancellation proceedings, oppositions, or other contested proceedings) pending or, to the Knowledge of the Company, threatened, against the Company or any of the Company Subsidiaries (or to the Knowledge of the Company, any other Person), with respect to any such item of Intellectual Property Rights, and there are no claims pending by a third Person against the Company or any of the Company Subsidiaries (or to the Knowledge of the Company, any other Person), challenging the validity, enforceability, registration, ownership or use of any Company Intellectual Property. (d) . Except as set forth noted in Section 4.14(d)(i3.14(a)(i) and Section 3.14(a)(ii) of the Company Disclosure Letter, the Company, and Company and Subsidiaries exclusively own the Company SubsidiariesIntellectual Property, as applicable, own free and clear of all Liens (other than Permitted Liens. (d) or otherwise possess adequate rights to use, all Intellectual Property Rights used in, held for use in or necessary for their respective businesses as currently conducted (including with respect to any and all Company Products). Except as noted in Section 4.14(b3.14(a)(i) and Section 3.14(a)(ii) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has granted to any Person a joint ownership interest of, or has granted, or permitted any Person to retain, any exclusive rights that remain in effect in, any Company Intellectual PropertyProperty material to the conduct of the businesses of the Company and the Company Subsidiaries. The To the Company’s Knowledge, the Company Intellectual Property noted in Section 4.14(a) of the Company Disclosure Letter and Licensed Intellectual Property noted in Section 4.14(d)(ii) of the Company Disclosure Letter include all Intellectual Property Rights that are necessary and sufficient to enable the operation and conduct of the businesses of the Company and the Company Subsidiaries as currently being conducted or as contemplated to be conducted. (e) Since To the Company’s Knowledge, since January 1, 20172018, the conduct of the businesses of the Company and the Company Subsidiaries and the Company Products have not infringed, violated, or misappropriated the Intellectual Property Rights of any third-third party and do not infringe, violate or misappropriate the Intellectual Property Rights of any third-third party. Except as set forth on Section 4.14(e) of the Company Disclosure Letter, no No Legal Proceeding has been filed or threatened in writing against the Company or any Company Subsidiary by any third-third party since January 1, 2017 (i) alleging that the conduct of the businesses of the Company or the Company Subsidiaries infringes, violates or misappropriates the Intellectual Property Rights of any third-third party or (ii) challenging or contesting the ownership, validity, scope, registrability, enforceability or use of any Company Intellectual Property other than office actions in the ordinary course of prosecution. (f) To the Knowledge of the Company’s Knowledge, no Person has been or is misappropriating, infringing, diluting or violating any Company Intellectual Property. No such claims have been made in writing (including cease and desist letters or offers to take a license) against any Person by the Company or any Company Subsidiary. (g) No Except as noted in Section 3.14(g) of the Company Disclosure Letter, the SLX Agreements, true and complete copies of which have been made available to Parent, remain in full force and effect and have not been amended in a manner that materially reduces the rights of any Company sublicensee. To the Knowledge of the Company, there are no facts or circumstances that would form the basis for any counterparty under the SLX Agreements to terminate any SLX Agreement with respect to Belumosudil, including, for the avoidance of doubt, with respect to a Company Subsidiary’s assumption of the responsibilities of the Buyer (as defined in the Nano Terra Merger Agreement) in accordance with the applicable SLX Agreements with respect to Belumosudil. The execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions do not and will not, under the terms of the SLX Agreements, result in (i) the loss or impairment of the Company’s right to sublicense or use any of the Company Intellectual Property Rights licensed to the Company pursuant to the SLX Agreements with respect to Belumosudil or (ii) the payment of any additional consideration for Parent’s right to sublicense or use any such Intellectual Property. Either (A) the Buyer (as defined in the Nano Terra Merger Agreement) is, as a result of a Company Subsidiary’s compliance in all respects with its diligence obligations under Section 7.1 of the SLX Sublicense Agreement, in compliance in all respects with the diligence requirements set forth in Section 8.1 of the Nano Terra Merger Agreement with respect to Belumosudil, including the obligation to use Commercially Reasonable Efforts (as defined in the Nano Terra Merger Agreement) to develop Belumosudil; or (B) in completing the ROCKSTAR Study and/or the Clinical Trials, the Diligence Term (as such term is defined in the Nano Terra Merger Agreement) has expired with respect to Belumosudil. The Company has timely paid, or shall timely pay (to the extent due on or following the Agreement Date), to the appropriate party all material consideration due on or prior to the date that is ninety (90) days following the Closing Date under any SLX Agreement, including any and all Program Payments (as defined the Nano Terra Merger Agreement) and payments related to royalties and Sublicense Revenue (as such term is defined in the Nano Terra Merger Agreement). As of the Agreement Date, neither the Company nor any Company Subsidiary has received written notice with respect to Belumosudil (1) asserting a right of reversion or termination under the Nano Terra Merger Agreement or (2) asserting noncompliance with, or failure to perform, a diligence obligation or diligence requirement under any SLX Agreement. During the Interim Period, neither the Company nor any Company Subsidiary has received written notice with respect to Belumosudil (1) asserting a right of reversion or termination under the Nano Terra Merger Agreement or (2) asserting noncompliance with, or failure to perform, a diligence obligation or diligence requirement, in any material respect, under any SLX Agreement. (h) To the Knowledge of the Company, no current or former director, officer, employee, contractor or consultant of the Company or the Company Subsidiaries jointly owns or retains any license or similar right under any material Company Intellectual Property. All Persons who contributed to the creation or development of any material Company Intellectual Property owned or purported to be owned by the Company or any Company Subsidiary have signed written documents obligating them to assign and have validly and presently assigned, in writing, to the Company or the Company Subsidiaries their rights and interests therein, except where such Company Intellectual Property automatically vested in the Company by operation of Law. No current or former directors, officers, employees, contractors or consultants of the Company or any of the Company Subsidiaries has made a written claim, or to the Knowledge of the Company’s Knowledge, threatened to make any claim, of ownership or right, in whole or in part, to any material Company Intellectual Property or to any remuneration in connection therewith. (hi) The Company and each of the Company Subsidiaries have exercised commercially reasonable efforts to protect their rights in all Company Intellectual Property, including the Trade Secrets, Secrets material to the business of the Company or any of the Company Subsidiaries that are Company Intellectual Property, including through the development of policies for the protection of such Company Intellectual PropertyTrade Secrets, and, to the Knowledge of the Company, there has been no unauthorized use, disclosure or misappropriation by any Person of any such Company Intellectual Property, including Trade Secrets. To the Company’s Knowledge, except where failure to do so would not be material to the Company and the Company Subsidiaries, taken as a whole. Each each current and former employee, consultant or independent contractor of the Company or any Company Subsidiary who has had access to any Trade Secrets that are Company Intellectual Property has entered into a written agreement with the Company or Company Subsidiary to protect the secrecy and confidentiality of such Trade Secrets, except where failure to do so would not be material. The Company and the Company Subsidiaries have not disclosed any confidential Company Intellectual Property or Trade Secrets to any third party other than pursuant to a written non-disclosure and confidentiality agreement restricting the use and disclosure thereof in a manner sufficient for the protection thereof and there has been no breach of any such agreement. In connection with the Company’s and the Company Subsidiaries’ license grants to third-third parties of any licenses to use any Source Code to any Software for any Company Product for which the Company and the Company Subsidiaries have determined to maintain as a Trade Secret, such arrangements contain customary contractual protections designed to appropriately limit the rights of such third-third party licensees and preserve the Company’s rights to the Trade Secrets embodied by such Source Code, except where such failure to do so would not be material to the Company and the Company Subsidiaries, taken as a whole. (i) No Person other than the Company and the Company Subsidiaries has an actual or contingent right to access or possess (including pursuant to escrow), a copy in any form of any Source Code for any Software owned by the Company and all such Source Code is in their sole possession and has been maintained as strictly confidential. No Software owned by the Company is subject to Copyleft Terms. (j) No government funding and no facilities of a university, college, other educational institution or research center were used in the development of any Company Intellectual Property where, as a result of such funding or the use of such facilities, such Entity entity has any right, title or interest in such Company Intellectual Property, and (ii) no former or current employee, consultant or independent contractor of the Company or any Company Subsidiary who contributed to the creation or development of any Company Intellectual Property has performed services for the government or a university, college, other educational institution or research center during a period of time during which such employee, consultant or independent contractor was also performing services for the Company or any Company Subsidiary. (k) To the Knowledge of the Company, since Since January 1, 2020, except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect2018, the Processing of any Personal Data by or on behalf of the Company and the Company Subsidiaries has not materially violated, and does not materially violate, any applicable Privacy and Data Security Requirements. Except as would not reasonably be expected, individually None of the Company’s or in the aggregate, to Company Subsidiaries’ privacy policies or notices have a Company Material Adverse Effect, there contained any material omissions or been misleading or deceptive. There is no Legal Proceeding pending, asserted in writing or threatened in writing against the Company or any of the Company Subsidiaries alleging a violation of any Privacy and Data Security Requirement or any Person’s right of privacy or publicity, and, to the Knowledge of the Company, no valid basis exists for any such Legal Proceeding. Neither the Company nor its Subsidiaries has (i) received any written communications from or (ii) to the Knowledge of the Company, been the subject of any claim, charge, investigation or regulatory inquiry by a data protection authority or any other Governmental Authority, in each of (i) and (ii), regarding the Processing of Personal Data. Except as would not To the Knowledge of the Company, there are no facts or circumstances that could reasonably be expectedform the basis of any such claim, individually charge, investigation, or in the aggregate, to have a Company Material Adverse Effect, the regulatory inquiry. The execution and performance of this Agreement will not breach or otherwise cause any violation on the part of the Company or any of the Company Subsidiaries of any applicable Privacy and Data Security Requirements. (l) The To the Knowledge of the Company, the IT Assets operate and perform in all material respects sufficient to permit the operation of the Company’s and Company Subsidiaries’ business as currently conducted. Since January 1, 2020To the Knowledge of the Company, (i) there has been no information actual or threatened security incident or data breach or unauthorized access that has compromised the confidentiality, integrity to or availability use of any of the IT Assets or data thereonAssets, and (ii) the Company and the Company Subsidiaries have has used security measures designed to protect the IT Assets from, and the IT Assets do not contain, from any time bombs, spyware, viruses, worms, trojan horses, bugs or faults, breakdowns, contaminants or continued substandard performance that would be expected to cause any disruption or interruption in or to the use of any such IT Assets or to the business of the Company and Company Subsidiaries. (m) Since January 1, 2020, the The Company and Company Subsidiaries have (i) implemented and maintained reasonable technical, administrative technical and organizational safeguards to protect Personal Data and other confidential data in its possession or under its control against loss, theft, misuse or unauthorized access, use, modification, alteration, destruction, destruction or disclosure, and (ii) except as would not reasonably be expected, individually or in the aggregate, taken reasonable steps to result in a material liability, required ensure that its any third party vendors and any third-party with access to Personal Data collected by or on behalf of the Company and Company Subsidiaries has implemented and maintained the same. To the Knowledge of the Company, there no Person has been no gained unauthorized access to, unlawful engaged in unauthorized Processing, disclosure or use, or accidental accidentally or unlawful destructionunlawfully destroyed, loss lost or alteration to altered (i) any Personal Data, business proprietary or sensitive information Data related to the business of or used by the Company or the Company Subsidiaries or (ii) any IT Assets that Process Personal Data related to the business of or used by the Company or the Company Subsidiaries, its respective Personal Data processors, customers, subcontractors or vendors, or any other Persons on its or their behalf. Neither the Company nor the Company Subsidiaries has notified or or, as of the date hereof, plans to notify, either voluntarily or as required by any Privacy and Data Security Requirements, Requirements any affected individual, any third-third party, any Governmental Authority or the media of any breach or non-permitted use or Processing or disclosure of Personal Data related to the business of or used by the Company or the Company Subsidiaries. Neither the Company, the Company Subsidiaries, nor any third party acting at their direction or authorization has paid: (i) any perpetrator of any data breach incident or cyber-attack; or (ii) any third party with actual or alleged information about a data breach incident or cyber-attack, pursuant to a request for payment from or on behalf of such perpetrator or other third party.