Common use of Intellectual Property; Privacy Clause in Contracts

Intellectual Property; Privacy. (a) Section 2.12(a) of the Company Disclosure Schedule identifies each item of material Registered IP owned in whole or in part by the Company, including, with respect to each application and registration: (i) the name of the applicant or registrant and any other co-owner, (ii) the jurisdiction of application or registration, and (iii) the application or registration number. To the Knowledge of the Company, each of the patents and patent applications included in Section 2.12(a) of the Company Disclosure Schedule properly identifies by name each and every inventor of the inventions claimed therein as determined in accordance with applicable Laws of the United States. As of the date of this Agreement, no cancellation, interference, opposition, reissue, reexamination or other proceeding of any nature (other than office actions or similar communications issued by any Governmental Body in the ordinary course of prosecution of any pending applications for registration) is pending or, to the Knowledge of the Company, threatened in writing, in which the scope, validity, enforceability or ownership of any Company IP is being or has been contested or challenged. To the Knowledge of the Company, each item of Company IP is valid and enforceable, and with respect to the Company’s Registered IP, subsisting. There are no actions that must be taken within ninety (90) days of the Closing, the failure of which will result in the abandonment, lapse or cancellation of any material Registered IP owned in whole or in part by the Company. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company exclusively own, are the sole assignee of, or have exclusively licensed all material Company IP (other than as disclosed in Section 2.12(b) of the Company Disclosure Schedule), free and clear of all Encumbrances other than Permitted Encumbrances. The Company IP and the Intellectual Property Rights licensed to the Company pursuant to a valid, enforceable written agreement constitute all Intellectual Property Rights used in, material to or otherwise necessary for the operation of the Company’s business as currently conducted. Each Company Associate involved in the creation or development of any material Company IP, pursuant to such Company Associate’s activities on behalf of the Company, has signed a valid and enforceable written agreement containing an assignment of such Company Associate’s rights in such Company IP to the Company. Each Company Associate who has or has had access to the Company’s trade secrets or confidential information has signed a valid and enforceable written agreement containing confidentiality provisions protecting the Company IP, trade secrets and confidential information. The Company has taken commercially reasonable steps to protect and preserve the confidentiality of its trade secrets and confidential information. (c) To the Knowledge of the Company, no funding, facilities or personnel of any Governmental Body or any university, college, research institute or other educational institution has been used to create Company IP, except for any such funding or use of facilities or personnel that does not result in such Governmental Body or institution owning such Company IP as of the date of this Agreement. (d) Section 2.12(d) of the Company Disclosure Schedule sets forth each license agreement pursuant to which the Company (i) is granted a license under any material Intellectual Property Right owned by any third party that is used by the Company in its business as currently conducted (each a “Company In-bound License”) or (ii) grants to any third party a license under any material Company IP or material Intellectual Property Right licensed to the Company under a Company In-bound License (each a “Company Out-bound License”) (provided, that, Company In-bound Licenses shall not include, when entered into in the Ordinary Course of Business, material transfer agreements, clinical trial agreements, agreements with Company Associates, services agreements, non-disclosure agreements, commercially available Software-as-a-Service offerings, or off-the-shelf software licenses; and Company Out-bound Licenses shall not include, when entered into in the Ordinary Course of Business, material transfer agreements, clinical trial agreements, services agreements, non-disclosure agreements, or non-exclusive outbound licenses). All Company In-bound Licenses and Company Out-bound Licenses are in full force and effect and are valid, enforceable and binding obligations of the Company and, to the Knowledge of Company, each other party to such Company In-bound Licenses or Company Out-bound Licenses. Neither the Company, nor to the Knowledge of the Company, any other party to such Company In-bound Licenses or Company Out-bound Licenses, is in material breach under any Company In-bound Licenses or Company Out-bound Licenses. (e) To the Knowledge of the Company: (i) the operation of the business of the Company as currently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other Person and (ii) no other Person is infringing, misappropriating or otherwise violating any Company IP. No Legal Proceeding is pending (or, to the Knowledge of the Company, is threatened in writing) (A) against the Company alleging that the operation of the business of the Company infringes or constitutes the misappropriation or other violation of any Intellectual Property Rights of another Person or (B) by the Company alleging that another Person has infringed, misappropriated or otherwise violated any of the Company IP. Since the Company’s inception, the Company has not received any written notice or other written communication alleging that the operation of the business of the Company infringes or constitutes the misappropriation or other violation of any Intellectual Property Right of another Person. (f) None of the Company IP owned by the Company or, to the Knowledge of the Company, none of the material Intellectual Property Rights exclusively licensed to the Company is subject to any pending or outstanding injunction, directive, order, judgment or other disposition of dispute that adversely and materially restricts the use, transfer, registration or licensing by the Company of any such Company IP. (g) To the Knowledge of the Company, the Company and the operation of the Company’s business are and since December 31, 2020 has been, in material compliance with Privacy and Data Processing Requirements. To the knowledge of the Company, the Company has at all applicable times provided all notices, and obtained and maintained all rights, consents, and authorizations, to Process Company Data as Processed by or for the Company. Since the Company’s inception, there have been (i) no loss or theft or security breach relating to Company Data, (ii) no violation of any security policy of the Company regarding any such Company Data, and (iii) no unauthorized access to, or unauthorized, unintended, or improper use disclosure, or other Processing of any Company Data. The Company has taken commercially reasonable steps and implemented reasonable disaster recovery and security plans and procedures to protect the information technology systems used in, material to or necessary for operation of the Company’s business as currently conducted and Company Data from unauthorized use access, or other Processing. To the Knowledge of the Company, there have been no (i) material malfunctions or unauthorized intrusions or breaches of the information technology systems used in, material to or necessary for the operation of the Company’s business or (ii) material unauthorized access to, or other processing of, Company Data.

Intellectual Property; Privacy. (a) Section 2.12(a3.12(a) of the Company Parent Disclosure Schedule identifies each item of material Registered IP owned in whole or in part by the CompanyParent or its Subsidiaries, including, with respect to each application and registration: (i) the name of the applicant or applicant/registrant and any other co-ownerowners, (ii) the jurisdiction of application or registration, and (iii) the application or registration number. To the Knowledge of the CompanyParent, each of the U.S. patents and patent applications included in Section 2.12(a3.12(a) of the Company Parent Disclosure Schedule properly identifies by name each and every inventor of the inventions claimed therein as determined in accordance with applicable Laws of the United States. As of the date of this Agreement, no cancellation, interference, opposition, reissue, reexamination or other proceeding of any nature (other than office actions or similar communications issued by any Governmental Body in the ordinary course of prosecution of any pending applications for registration) is pending or, to the Knowledge of the CompanyParent, threatened in writing, in which the scope, validity, enforceability or ownership of any Company Parent IP is being or has been contested or challenged. To the Knowledge of the CompanyParent, each item of Company Parent IP is valid and enforceable, and with respect to the CompanyParent’s material Registered IP, subsisting. . (b) There are no actions that must be taken within ninety (90) days of the Closing, the failure of which will result in the abandonment, lapse or cancellation of any material of the Registered IP owned in whole or in part by the CompanyIP. (bc) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, the Company Parent or its Subsidiaries exclusively own, are the sole assignee of, or have exclusively licensed all of material Company IP (other than as disclosed in Section 2.12(b) of the Company Disclosure Schedule)Parent IP, free and clear of all Encumbrances other than Permitted Encumbrances. The Company Parent IP and the Intellectual Property Rights licensed to the Company pursuant to a valid, enforceable written agreement constitute all Intellectual Property Rights used in, material to or otherwise necessary for the operation of the CompanyParent’s and any of its Subsidiaries’ business as currently conducted. Each Company Parent Associate involved in the creation or development of any material Company Parent IP, pursuant to such Company Parent Associate’s activities on behalf of the CompanyParent or any of its Subsidiaries, has signed a valid and enforceable written agreement containing an assignment of such Company Parent Associate’s rights in such Company Parent IP to the CompanyParent or its Subsidiaries. Each Company Parent Associate who has or has had access to the CompanyParent’s or any of its Subsidiaries’ trade secrets or confidential information has signed a valid and enforceable written agreement containing confidentiality provisions protecting the Company Parent IP, trade secrets and confidential information. The Company Parent has taken commercially reasonable steps to protect and preserve the confidentiality of its trade secrets and confidential information. (cd) To the Knowledge of the CompanyParent, no funding, facilities or personnel of any Governmental Body or any university, college, research institute or other educational institution has been used to create Company Parent IP, except for any such funding or use of facilities or personnel that does not result in such Governmental Body or institution owning obtaining ownership rights or a license to such Company Parent IP as or the right to receive royalties for the practice of the date of this Agreementsuch Parent IP. (de) Section 2.12(d3.12(d) of the Company Parent Disclosure Schedule sets forth each license agreement pursuant to which the Company Parent (i) is granted a license under any material Intellectual Property Right owned by any third party that is used by the Company Parent or its Subsidiaries in its business as currently conducted (each a “Company Parent In-bound License”) or (ii) grants to any third party a license under any material Company Parent IP or material Intellectual Property Right licensed to the Company under a Company In-bound License (each a “Company Parent Out-bound License”) (provided, that, Company Parent In-bound Licenses shall not include, when entered into in the Ordinary Course of Business, material transfer agreements, services agreements, clinical trial agreements, agreements with Company Parent Associates, services agreements, non-disclosure agreements, commercially available Software-as-a-Service offerings, or off-the-shelf software licenses; and Company Parent Out-bound Licenses shall not include, when entered into in the Ordinary Course of Business, material transfer agreements, clinical trial agreements, services agreements, non-disclosure agreements, or non-exclusive outbound licenses). All Company Parent In-bound Licenses and Company Parent Out-bound Licenses are in full force and effect and are valid, enforceable and binding obligations of the Company Parent and, to the Knowledge of CompanyParent, each other party to such Company Parent In-bound Licenses or Company Parent Out-bound Licenses. Neither the CompanyParent, nor nor, to the Knowledge of the CompanyParent, any other party to such Company Parent In-bound Licenses or Company Parent Out-bound Licenses, is in material breach under any Company Parent In-bound Licenses or Company Parent Out-bound Licenses. Except as set forth in Section 3.12(d) of the Parent Disclosure Schedule, none of the terms or conditions of any Parent In-Bound License or any Parent Out-bound License requires Parent or any of its Subsidiaries or any of their Affiliates to maintain, develop or prosecute any Intellectual Property Rights. (ef) To the Knowledge of the CompanyParent: (i) the operation of the business of the Company Parent and its Subsidiaries as currently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other Person and (ii) no other Person is infringing, misappropriating or otherwise violating any Company Parent IP. No Legal Proceeding is pending (or, to the Knowledge of the CompanyParent, is threatened in writing) (A) against the Company Parent or its Subsidiaries alleging that the operation of the business of the Company Parent or its Subsidiaries infringes or constitutes the misappropriation or other violation of any Intellectual Property Rights of another Person or (B) by the Company Parent or its Subsidiaries alleging that another Person has infringed, misappropriated or otherwise violated any of the Company Parent IP. Since the Company’s inceptionMay 18, the Company has not 2020, neither Parent nor its Subsidiaries have received any written notice or other written communication alleging that the operation of the business of the Company Parent or its Subsidiaries infringes or constitutes the misappropriation or other violation of any Intellectual Property Right of another Person. (fg) None of the Company Parent IP owned by the Company or, to the Knowledge of the CompanyParent, none of the any material Intellectual Property Rights exclusively licensed to the Company by Parent or its Subsidiaries, is subject to any pending or outstanding injunction, directive, order, judgment or other disposition of dispute dispute, that adversely and materially restricts the use, transfer, registration or licensing by the Company Parent or its Subsidiaries of any such Company IPParent IP or material Intellectual Property Rights exclusively licensed to Parent or its Subsidiaries. (gh) To the Knowledge of the CompanyParent, the Company Parent and the operation of the CompanyParent’s and its Subsidiaries’ business are are, and since December 31, 2020 has have at all times been, in material compliance with all Privacy and Data Processing Requirements. To the knowledge of the CompanyParent, the Company has Parent and its Subsidiaries have at all applicable times provided all notices, and obtained and maintained all rights, consents, and authorizations, to Process Company Parent Data as Processed by or for the CompanyParent or its Subsidiaries. Since the CompanyParent’s inception, there have been (i) no loss or theft of, or security breach relating to Company to. Parent Data, (ii) no violation of any security policy of the Company Parent or its Subsidiaries regarding any such Company Parent Data, and (iii) no unauthorized access to, or unauthorized, unintended, or improper use use, disclosure, or other Processing of of, any Company Parent Data. The Company has Parent and its Subsidiaries have taken commercially reasonable steps and implemented reasonable disaster recovery and security plans and procedures to protect the information technology systems used in, material to or necessary for operation of the CompanyParent’s or its Subsidiaries business as currently conducted and Company Parent Data from unauthorized use use, access, or other Processing. To the Knowledge of the CompanyParent, there have been no (i) material malfunctions or unauthorized intrusions or breaches of the information technology systems used in, material to or necessary for the operation of the CompanyParent’s or its Subsidiaries’ business or (ii) material unauthorized access to, or other processing of, Company Parent Data.

Intellectual Property; Privacy. (a) Section 2.12(a) of the Company Disclosure Schedule identifies each item of material Registered IP owned in whole or in part by the CompanyCompany or its Subsidiary, including, with respect to each application and registration: (i) the name of the applicant or registrant and any other co-owner, (ii) the jurisdiction of application or registration, and (iii) the application or registration number. To the Knowledge of the Company, each of the U.S. patents and patent applications included in Section 2.12(a) of the Company Disclosure Schedule properly identifies by name each and every inventor of the inventions claimed therein as determined in accordance with applicable Laws of the United States. As of the date of this Agreement, no cancellation, interference, opposition, reissue, reexamination or other proceeding of any nature (other than office actions or similar communications issued by any Governmental Body in the ordinary course of prosecution of any pending applications for registration) is pending or, to the Knowledge of the Company, threatened in writing, in which the scope, validity, enforceability or ownership of any Company IP is being or has been contested or challenged. To the Knowledge of the Company, each item of Company IP is valid and enforceable, and with respect to the material Company’s Registered IP, subsisting. . (b) There are no actions that must be taken within ninety (90) days of the Closing, the failure of which will result in the abandonment, lapse or cancellation of any material Registered IP owned in whole or in part by the CompanyCompany or its Subsidiary. (bc) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or its Subsidiary exclusively own, are the sole assignee of, or have exclusively licensed all material Company IP (other than as disclosed in Section 2.12(b2.12(c) of the Company Disclosure Schedule), free and clear of all Encumbrances other than Permitted Encumbrances. The Company IP and the Intellectual Property Rights licensed to the Company pursuant to a valid, enforceable written agreement constitute all Intellectual Property Rights used in, material to or otherwise necessary for the operation of the Company’s and its Subsidiary’s business as currently conducted. Each Company Associate involved in the creation or development of any material Company IP, pursuant to such Company Associate’s activities on behalf of the CompanyCompany or its Subsidiary, has signed a valid and enforceable written agreement containing an assignment of such Company Associate’s rights in such Company IP to the CompanyCompany or its Subsidiary. Each Company Associate who has or has had access to the Company’s or its Subsidiary’s trade secrets or confidential information has signed a valid and enforceable written agreement containing confidentiality provisions protecting the Company IP, trade secrets and confidential information. The Company has taken commercially reasonable steps to protect and preserve the confidentiality of its trade secrets and confidential information. (cd) To Except as set forth in Section 2.12(d) of the Company Disclosure Schedule, to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Body or any university, college, research institute or other educational institution has been used to create Company IP, except for any such funding or use of facilities or personnel that does not result in such Governmental Body or institution owning such Company IP as of the date of this Agreement. (de) Section 2.12(d2.12(e) of the Company Disclosure Schedule sets forth each license agreement pursuant to which the Company (i) is granted a license under any material Intellectual Property Right owned by any third party that is used by the Company or its Subsidiary in its business as currently conducted (each a “Company In-bound License”) or (ii) grants to any third party a license under any material Company IP or material Intellectual Property Right licensed to the Company under a Company In-bound License (each a “Company Out-bound License”) (provided, that, Company In-bound Licenses shall not include, when entered into in the Ordinary Course of Business, material transfer agreements, clinical trial agreements, agreements with Company Associates, services agreements, non-disclosure agreements, commercially available Software-as-a-Service offerings, or off-the-shelf software licenses; and Company Out-bound Licenses shall not include, when entered into in the Ordinary Course of Business, material transfer agreements, clinical trial agreements, services agreements, non-disclosure agreements, or non-exclusive outbound licenses). All Company In-bound Licenses and Company Out-bound Licenses are in full force and effect and are valid, enforceable and binding obligations of the Company and, to the Knowledge of Company, each other party to such Company In-bound Licenses or Company Out-bound Licenses. Neither the Company, nor to the Knowledge of the Company, any other party to such Company In-bound Licenses or Company Out-bound Licenses, is in material breach under any Company In-bound Licenses or Company Out-bound Licenses. (ef) To the Knowledge of the Company: (i) the operation of the business of the Company and its Subsidiary as currently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other Person and (ii) no other Person is infringing, misappropriating or otherwise violating any Company IP. No Legal Proceeding is pending (or, to the Knowledge of the Company, is threatened in writing) (A) against the Company or its Subsidiary alleging that the operation of the business of the Company or its Subsidiary infringes or constitutes the misappropriation or other violation of any Intellectual Property Rights of another Person or (B) by the Company alleging that another Person has infringed, misappropriated or otherwise violated any of the Company IP. Since the Company’s inceptionDecember 31, 2021, neither the Company nor its Subsidiary has not received any written notice or other written communication alleging that the operation of the business of the Company or its Subsidiary infringes or constitutes the misappropriation or other violation of any Intellectual Property Right of another Person. (fg) None of the Company IP owned by the Company or, to the Knowledge of the Company, none of the material Intellectual Property Rights exclusively licensed to the Company or its Subsidiary is subject to any pending or outstanding injunction, directive, order, judgment or other disposition of dispute that adversely and materially restricts the use, transfer, registration or licensing by the Company or its Subsidiary of any such Company IP. (gh) To the Knowledge of the Company, the Company and the operation of the Company’s and its Subsidiary’s business are are, and since December 31, 2020 2021 has been, in material compliance with Privacy and Data Processing Requirements. To the knowledge Knowledge of the Company, the Company has and its Subsidiary have at all applicable times provided all notices, and obtained and maintained all rights, consents, and authorizations, to Process Company Data as Processed by or for the CompanyCompany or its Subsidiary. Since the Company’s inceptionJanuary 1, 2020, there have been (i) no loss or theft of, or security breach relating to Company Data, (ii) no violation of any security policy of the Company or its Subsidiary regarding any such Company Data, and (iii) no unauthorized access to, or unauthorized, unintended, or improper use disclosure, or other Processing of any Company Data. The Company has and its Subsidiary have taken commercially reasonable steps and implemented reasonable disaster recovery and security plans and procedures to protect the information technology systems used in, material to or necessary for operation of the Company’s or its Subsidiary’s business as currently conducted and Company Data from unauthorized use access, or other Processing. To the Knowledge of the Company, there have been no (i) material malfunctions or unauthorized intrusions or breaches of the information technology systems used in, material to or necessary for the operation of the Company’s or its Subsidiary’s business or (ii) material unauthorized access to, or other processing of, Company Data.

Intellectual Property; Privacy. (a) Section 2.12(a4.19(a) of the Company Disclosure Schedule identifies each item Letter sets forth a true and complete list of material Registered IP all of the following that are owned in whole by or in part by exclusively licensed to the Company, including, with respect to each application and registration: (i) the name of the applicant or registrant patents and any other co-owner, patent applications; (ii) the jurisdiction of application or trademark registrations and applications, material unregistered trademarks, design registrations and applications for design registration; (iii) copyright registrations and applications, and (iiiiv) the application a true and complete list of all domain names ((i)-(iv), collectively, “Company Registered IP”). Except as, individually or registration number. To the Knowledge of the Company, each of the patents and patent applications included in Section 2.12(a) of the Company Disclosure Schedule properly identifies by name each and every inventor of the inventions claimed therein as determined in accordance with applicable Laws of the United States. As of the date of this Agreement, no cancellation, interference, opposition, reissue, reexamination or other proceeding of any nature (other than office actions or similar communications issued by any Governmental Body in the ordinary course of prosecution of any pending applications for registration) is pending oraggregate, to the Knowledge of the Company, threatened in writing, in which the scope, validity, enforceability or ownership of any Company IP is being or has been contested or challenged. To the Knowledge of the Company, each item of Company IP is valid and enforceable, and with respect to the Company’s Registered IP, subsisting. There are no actions that must be taken within ninety (90) days of the Closing, the failure of which will result in the abandonment, lapse or cancellation of any material Registered IP owned in whole or in part by the Company. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, (A) all of the Company exclusively ownRegistered IP owned by the Company, and with respect to Company Registered IP not owned by the Company, to the knowledge of the Company, is subsisting, (B) any Company Registered IP that comprises trademarks or copyrights that are registered or patents that have issued is, to the sole assignee ofknowledge of the Company, valid and enforceable, (C) in the three years immediately preceding the date of this Agreement, Company has not received written notice that (x) any Company Registered IP is involved in any interference, reissue, derivation, reexamination, opposition, cancellation or similar proceeding contesting the validity, enforceability, claim construction, ownership or right to use, sell, offer for sale, license or dispose of any Company Registered IP, or have (y) any action is threatened with respect to any of the Company Registered IP and (D) all Company Registered IP owned by the Company is owned exclusively licensed by the Company, free and clear of any and all material Company IP Liens (other than Permitted Liens and any licenses granted by the Company as disclosed in set forth on Section 2.12(b4.16(b)(vii) of the Company Disclosure ScheduleLetter or the disclosure of which are not required under Section 4.16(b)(vii)), and any Company Registered IP not owned by the Company is, to the knowledge of the Company, free and clear of any and all Encumbrances Liens (other than Permitted Encumbrances. Liens or any Liens set forth in the Contract pursuant to which the Company obtained rights to such Company Registered IP). (b) The Company has not received any written notice that there is any, and to the knowledge of the Company, there is no, Person who is or claims to be an inventor of any invention claimed by a patent within the Company Registered IP or Company Owned IP who is not a named inventor thereof. (c) The Company Registered IP, Company Owned IP and the other Intellectual Property Rights licensed possessed, held or obtained under valid and enforceable licenses include, to the Company pursuant to a validknowledge of the Company, enforceable written agreement constitute all Intellectual Property Rights used in, material to or otherwise necessary for the operation of the Company’s Company to conduct its business as currently conducted and contemplated to be conducted. Each , including but not limited to, the development, manufacture, importation, use or intended use of Company Associate involved in Product designated as OKI-219; provided, however, that the creation or development foregoing representation is not a representation with respect to non-infringement of any material Company IP, pursuant to such Company Associate’s activities on behalf of the Company, has signed a valid and enforceable written agreement containing an assignment of such Company Associate’s rights in such Company IP to the Company. Each Company Associate who has or has had access to the Company’s trade secrets or confidential information has signed a valid and enforceable written agreement containing confidentiality provisions protecting the Company IP, trade secrets and confidential information. Intellectual Property Rights. (d) The Company has taken commercially reasonable steps measures to protect and preserve maintain the confidentiality of its trade secrets and confidential all information that constitutes a Trade Secret of the Company, including requiring all Persons having access thereto to execute written non-disclosure agreements or other binding obligations to maintain confidentiality of such information. (ci) To the Knowledge knowledge of the Company, no funding, facilities or personnel of any Governmental Body or any university, college, research institute or other educational institution has been used to create Company IP, except for any such funding or use of facilities or personnel that does not result in such Governmental Body or institution owning such Company IP as the conduct of the date of this Agreement. (d) Section 2.12(d) of the Company Disclosure Schedule sets forth each license agreement pursuant to which the Company (i) is granted a license under any material Intellectual Property Right owned by any third party that is used by the Company in its business businesses, as currently conducted (each a “Company In-bound License”) or (ii) grants to any third party a license under any material Company IP or material Intellectual Property Right licensed to the Company under a Company In-bound License (each a “Company Out-bound License”) (provided, that, Company In-bound Licenses shall not include, when entered into in the Ordinary Course of Business, material transfer agreements, clinical trial agreements, agreements with Company Associates, services agreements, non-disclosure agreements, commercially available Software-as-a-Service offerings, or off-the-shelf software licenses; and Company Out-bound Licenses shall not include, when entered into in the Ordinary Course of Business, material transfer agreements, clinical trial agreements, services agreements, non-disclosure agreements, or non-exclusive outbound licenses). All Company In-bound Licenses and Company Out-bound Licenses are in full force and effect and are valid, enforceable and binding obligations of the Company and, to the Knowledge of Company, each other party to such Company In-bound Licenses or Company Out-bound Licenses. Neither by the Company, nor to including the Knowledge manufacture, marketing, offering for sale, sale, importation, use or intended use or other disposal of the Company, any other party to such Company In-bound Licenses or Company Out-bound Licenses, is in material breach under any Company In-bound Licenses Product, has not infringed, misappropriated or Company Out-bound Licenses. (e) To the Knowledge of the Company: (i) the operation of the business of the Company as currently conducted diluted, does not infringe, misappropriate or otherwise violate dilute, and will not infringe, misappropriate or dilute any Intellectual Property Rights of any other Person and Person; (ii) no other Person is infringing, misappropriating or otherwise violating any Company IP. No Legal Proceeding is pending (or, to the Knowledge of the Company, is threatened in writing) (A) against the Company alleging that the operation of the business of the Company infringes or constitutes the misappropriation or other violation of any Intellectual Property Rights of another Person or (B) by the Company alleging that another Person has infringed, misappropriated or otherwise violated any of the Company IP. Since the Company’s inception, the Company has not received any written notice or other written communication alleging claim asserting or suggesting that such infringement, misappropriation, or dilution is or may be occurring or has or may have occurred; and (iii) to the operation knowledge of the business of the Company, no Person is infringing or misappropriating any Company infringes or constitutes the misappropriation or other violation of any Intellectual Property Right of another PersonRegistered IP. (f) None Since April 1, 2021, (i) the Company has taken commercially reasonable steps designed to protect the confidentiality and security of the Company IP owned computer and information technology systems used by the Company or, and the information stored or contained therein or transmitted thereby and (ii) to the Knowledge knowledge of the Company, none there has been no material unauthorized or improper use, loss, access, or transmittal of such information in the possession or control of the material Intellectual Property Rights exclusively licensed to the Company is subject to any pending or outstanding injunction, directive, order, judgment or other disposition of dispute that adversely and materially restricts the use, transfer, registration or licensing by the Company of any such Company IPCompany. (g) To the Knowledge of the CompanySince April 1, the Company and the operation of the Company’s business are and since December 312021, 2020 has been, in material compliance with Privacy and Data Processing Requirements. To (i) to the knowledge of the Company, the Company has at materially complied with all Laws governing privacy and data protection applicable times provided all noticesto the collection, retention, protection and obtained and maintained all rightsuse of information that constitutes “personal information,” “personal data,” or any analogous term under applicable Law, consentsincluding any such information that alone or in combination with other information can be used to identify an individual (“Personal Information”), and authorizations, to Process by the Company Data as Processed by or for the Company. Since the Company’s inception, there have been (i) no loss or theft or security breach relating to ( “Company DataPrivacy Laws”), (ii) no material claims by or before any Governmental Entity have been asserted or, to the knowledge of the Company, have been threatened, in writing against the Company alleging a violation by the Company of any security policy applicable Company Privacy Laws, (iii) neither the execution of this Agreement by the Company nor the consummation of the Transactions will result in any breach or other violation by the Company regarding of any such applicable Company DataPrivacy Laws, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, and (iiiiv) no unauthorized access to, or unauthorized, unintended, or improper use disclosure, or other Processing of any Company Data. The the Company has taken commercially reasonable steps and implemented reasonable disaster recovery and security plans and procedures designed to protect any Personal Information collected, retained or used by the information technology systems Company against unauthorized or improper use, loss, access or transmittal. (h) No government funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used inin the development of the Company Registered IP or Company Owned IP, material and no Governmental Entity, university, college, other educational institution or research center has, to or necessary for operation the knowledge of the Company’s , any claim or right in or to the Company Registered IP or Company Owned IP. (i) The execution, delivery and performance by the Company of this Agreement, and the consummation of the Transactions, will not result in the loss of, or give rise to any right of any third party to terminate or modify any of the rights or obligations of the Company under any existing agreement under which any Person grants to the Company a license or right under or with respect to any Intellectual Property Rights that are necessary or used in the conduct of the business as currently conducted and Company Data from unauthorized use access, or other Processing. To the Knowledge of contemplated to be conducted by the Company, there have been no (i) material malfunctions or unauthorized intrusions or breaches including any of the information technology systems used in, material to or necessary for the operation agreements listed in Section 4.16(b)(viii) of the Company’s business or (ii) material unauthorized access to, or other processing of, Company DataDisclosure Letter.