Exhibit 2.1

			Page
ARTICLE I.		DEFINITIONS	2
	1.1	Definitions	2
	1.2	Terms Defined Elsewhere in This Agreement	26
ARTICLE II.		THE MERGER	29
	2.1	The Merger	29
	2.2	Closing	30
	2.3	Effective Time	30
	2.4	Effects of the Merger	30
	2.5	Memorandum of Association and Bye-laws	31
	2.6	Directors and Officers of the Surviving Company	31
ARTICLE III.		EFFECT OF THE MERGER ON THE SHARE CAPITAL OF THE CONSTITUENT ENTITIES	31
	3.1	Effect on Share Capital	31
	3.2	Treatment of Equity Awards	33
	3.3	Treatment of Warrants	35
	3.4	Issuance of Closing Top-Up Shares; Treatment of Post-Closing Top-Up Rights	36
	3.5	Appraisal Claims	37
	3.6	Pre-Closing Calculations	37
	3.7	Closing Date Payments and Payment Procedures	39
	3.8	Escrow	43
	3.9	Securityholders’ Representative Expense Fund	44
	3.10	Post-Closing Adjustments	45
	3.11	Contingent Payments	48
	3.12	Withholding Rights	50
	3.13	Procedures for Post-Closing Payments	50
	3.14	General Payment Terms.	52
ARTICLE IV.		COMPANY REPRESENTATIONS AND WARRANTIES	52
	4.1	Organization, Standing and Power	52
	4.2	Subsidiaries	53

	4.3	Authority	54
	4.4	Capitalization	55
	4.5	Title to Properties and Assets; Sufficiency of Assets	57
	4.6	Required Filings and Consents; No Conflict	58
	4.7	Material Contracts	59
	4.8	Financial Statements	62
	4.9	Absence of Certain Changes	62
	4.10	Liabilities	63
	4.11	Taxes	63
	4.12	Environmental Matters	65
	4.13	Employee Matters	66
	4.14	Compliance With Laws	69
	4.15	Legal Proceedings	69
	4.16	Labor Matters	69
	4.17	Intellectual Property	72
	4.18	Governmental Authorizations	78
	4.19	Insurance	78
	4.20	Product Liability	79
	4.21	Regulatory Matters	79
	4.22	Healthcare Data Privacy	83
	4.23	Unlawful Payments; International Trade Compliance	84
	4.24	Cybersecurity, Data Privacy	86
	4.25	Brokers	86
	4.26	Key Customers and Suppliers	87
	4.27	Inventory.	87
	4.28	Affiliate Arrangements	87
	4.29	No Additional Representations and Warranties	88
	4.30	No Reliance	88
ARTICLE V.		REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB	89
	5.1	Organization, Standing and Power	89
	5.2	Authority	89
	5.3	Required Filings and Consents; No Conflict	90

	5.4	Legal Proceedings	90
	5.5	Financial Capability	90
	5.6	Brokers	90
	5.7	Merger Sub	91
	5.8	No Additional Representations or Warranties	91
	5.9	No Reliance	91
ARTICLE VI.		CONDUCT OF BUSINESS	91
	6.1	Conduct of the Business of the Company	91
	6.2	Certain Restrictions During the Pre-Closing Period	92
	6.3	Confidentiality	96
ARTICLE VII.		ADDITIONAL AGREEMENTS	97
	7.1	Access to Information	97
	7.2	Consents and Regulatory Approvals	98
	7.3	Notice of Certain Events	100
	7.4	Public Disclosure	101
	7.5	Tax Matters	101
	7.6	Affiliate Matters	102
	7.7	Employee Matters	103
	7.8	Directors & Officers Indemnification	107
	7.9	Bermuda Required Actions	108
	7.10	Delivery of Virtual Data Room Electronic Copy	108
	7.11	Acquisition Proposals.	109
	7.12	Takeover Statutes	109
	7.13	Resignations	109
	7.14	R&W Insurance	110
	7.15	Encumbrances	110
	7.16	Release.	110
ARTICLE VIII.		CONDITIONS TO THE MERGER	112
	8.1	Conditions to Each Party’s Obligation to Effect the Merger	112
	8.2	Additional Conditions to Obligations of Parent and Merger Sub	112
	8.3	Additional Conditions to Obligations of the Company	113
ARTICLE IX.		TERMINATION AND AMENDMENT	114
	9.1	Termination	114

	9.2	Effect of Termination	115
	9.3	Fees and Expenses	116
	9.4	Amendment	116
	9.5	Extension; Waiver	116
ARTICLE X.		SECURITYHOLDERS’ REPRESENTATIVE	117
	10.1	Appointment and Authorization; Assignment and Delegation	117
	10.2	Right to Act	118
	10.3	Agency	118
	10.4	Indemnification of Securityholders’ Representative; Limitations of Liability	119
	10.5	Reasonable Reliance	119
	10.6	Orders	120
	10.7	Removal of Securityholders’ Representative; Assignment and Delegation; Authority of Securityholders’ Representative	120
	10.8	Expenses of the Securityholders’ Representative	121
	10.9	Irrevocable Appointment	121
ARTICLE XI.		SURVIVAL; INDEMNIFICATION	121
	11.1	Survival	121
	11.2	Indemnification of Parent	122
	11.3	Notice of Claims	122
	11.4	Third Party Claims	123
	11.5	Limitations on Indemnification.	123
	11.6	Payment of Indemnification Claims; Set-off.	124
	11.7	Remedies	125
ARTICLE XII.		MISCELLANEOUS	125
	12.1	Notices	125
	12.2	Entire Agreement	127
	12.3	No Third-Party Beneficiaries	127
	12.4	Assignment	128
	12.5	Severability	128
	12.6	Counterparts and Signature	128
	12.7	Interpretation	129
	12.8	Governing Law	129

	12.9	Remedies	130
	12.10	Submission to Jurisdiction	130
	12.11	WAIVER OF JURY TRIAL	131
	12.12	Company Disclosure Schedule	131
	12.13	Joint Negotiation	131
	12.14	Waiver of Conflicts; Privilege	132

EXHIBITS:
Exhibit A	Form of Statutory Merger Agreement
Exhibit B	Form of Written Consent
Exhibit C	Current Assets and Current Liabilities
Exhibit D	Form of Closing Date Statement
Exhibit E	Form of Consideration Spreadsheet
Exhibit F	Form of Letter of Transmittal
Exhibit G	Compound, DMVT-506 and Product Description
Exhibit H	Contingent Payments
Exhibit I	Additional Contingent Payments

Term	Section
Accounting Firm	Section 3.10(c)
Accrued Non-Continuing Employee Amounts	Section 7.7(b)
Accrued Per Share Consideration Amount	Section 3.2(c)
Acquisition Proposal	Section 7.11(a)
Adjusted Closing Date Statement	Section 3.10(a)
Agreement	Preamble
Audited Financial Statements	Section 4.8
Bankruptcy and Equity Exceptions	Section 4.3(a)
Benefit Plan	Section 4.13(a)
Certificate of Merger	Section 2.3(c)
Certificates	Section 3.7(e)(i)
Claim Notice	Section 11.3

Claims	Section 7.16
Closing	Section 2.2
Closing Date	Section 2.2
Closing Equity Award Consideration	Section 3.2(b)
Closing RSU Consideration	Section 3.2(a)
COBRA	Section 4.13(e)
Company	Preamble
Company Benefit Plan	Section 4.13(a)
Company Board	Preamble
Company Group Leases	Section 4.5(b)
Company Partner	Section 4.21(a)
Company Permits	Section 4.18
Company Service Provider	Section 4.13(i)
Company Systems	Section 4.16(q)
Comparability Period	Section 7.7(c)
Confidentiality Agreement	Section 6.3
Consideration Spreadsheet	Section 3.6(b)
Continuing Employee	Section 7.7(c)
Convicted Entity	Section 4.21(f)
Convicted Individual	Section 4.21(f)
D&O Indemnified Parties	Section 7.8(a)
D&O Indemnified Party	Section 7.8
D&O Insurance	Section 7.8(b)
Data Partners	Section 4.24(a)
Data Room	Section 7.10
Deal Communications	See 12.14(d)
Debarred Entity	Section 4.21(f)
Debarred Individual	Section 4.21(f)
Disputed Amount	Section 3.10(b)
Effective Time	Section 2.3(c)
End Date	Section 9.1(b)
Escrow Account	Section 3.7(b)(i)A
Escrow Agent	Section 3.8(a)
Escrow Agreement	Section 3.8
Escrow Release Amount	Section 1.2(a)(ii)
Estimated Closing Cash	Section 3.6(a)
Estimated Closing Date Statement	Section 3.6(a)
Estimated Closing Indebtedness	Section 3.6(a)
Estimated Net Working Capital Adjustment	Section 3.6(a)
Estimated Transaction Expenses	Section 3.6(a)
Exchange Fund	Section 3.7(b)(i)A
Excluded Entity	Section 4.21(f)
Excluded Individual	Section 4.21(f)
Excluded Share	Section 3.1(b)
Execution Date	Preamble
Expense Fund Release Amount	Section 3.9(b)

Financial Statements	Section 4.8
Freshfields	Section 12.14(a)
GAAP	Section 4.8
Health Data	Section 4.22(a)
Healthcare Data Requirements	Section 4.22(a)
Incidental Contracts	Section 4.7(a)(xvi)
Insurance Policies	Section 4.19(a)
Interim Financial Statements	Section 4.8
In-the-Money Closing Option Consideration	Section 3.2(b)
In-the-Money Closing Warrant Consideration	Section 3.3(a)
In-the-Money Post-Closing Option	Section 3.2(c)
In-the-Money Post-Closing Option Consideration	Section 3.2(c)
In-the-Money Post-Closing Warrant	Section 3.3(b)
Labor Agreement	Section 4.16(b)
Leased Real Property	Section 4.5(b)
Legal Restraints	Section 8.1(b)
Letter of Transmittal	Section 3.7(e)(i)
Material Contracts	Section 4.7(a)
Merger	Preamble
Merger Application	Section 2.3(a)
Merger Sub	Preamble
Merger Sub Board	Preamble
Non-Continuing Employee Release	Section 7.7(b)
OFAC	Section 4.23(b)
Parent	Preamble
Parent 401(k) Plan	Section 7.7(g)
Parent Board	Preamble
Parent Indemnified Parties	Section 11.2
Paying Agent	Section 3.7(a)(i)
Paying Agent Agreement	Section 3.7(a)(i)
PEO	Section 4.13(a)
PEO Benefit Plan	Section 4.13(a)
Per Common Share Merger Consideration	Section 3.1(d))
Post-Closing Equity Award Consideration	Section 3.2(c)
Post-Closing In-the-Money Closing Option Consideration	Section 3.2(b)
Post-Closing In-the-Money Post-Closing Warrant Consideration	Section 3.3(a)
Post-Closing RSU Consideration	Section 3.2(a)
Post-Closing Top-Up Consideration	Section 3.4(a)
Post-Closing Top-Up Right	Section 3.4(a)
Post-Closing Top-Up Right Holder	Section 3.4(a)
Post-Closing Warrant Consideration	Section 3.3(b)
Pre-Closing Period	Section 6.1
Preparation Period	Section 3.10(b)
Price Decrease	Section 3.10(e)
Price Increase	Section 3.10(d)
Privileged Deal Communications	Section 12.14(b)

R&D Sponsor	Section 4.16(n)
Registrar	Section 2.3(b)
Released Matters	Section 7.16
Representative Losses	Section 10.4
Representatives	Section 7.2(c)
Requisite Shareholder Approval	Section 4.3(b)
Resolution Agreement	Section 3.10(c)
Resolution Period	Section 3.10(c)
Review Period	Section 3.10(b)
Rome 401(k) Plan	Section 7.7(g)
Rome Letter Agreement	Preamble
Safety Notices	Section 4.21(j)
Sanctioned Jurisdiction	Section 4.23(b)
Sanctioned Person	Section 4.23(b)
Sanctions Authorities	Section 4.23(b)
Security Risk Analysis	Section 4.22(f)
Securityholders’ Representative	Preamble
Set-Off Reimbursement Amount	Section 11.6(b)
SR Agreements	Section 10.1(a)
Statutory Merger Agreement	Preamble
Surviving Company	Section 2.1
Takeover Statutes	Section 4.4(d)
Third Party Claim	Section 11.3
Top Customers and Suppliers	Section 4.26
Transactions	Preamble
Transfer Taxes	Section 7.5(d)
Trojan horses	Section 4.16(q)
Union	Section 4.16(b)
WARN Act	Section 4.16(i)
[***] Reimbursement Amount	Section 3.7(d)
Written Consent	Preamble

(b)

Cancellation of Treasury Shares and Parent-Owned Shares. Each Share that is held in the Company’s treasury or owned by Parent, Merger Sub, the Company or any of their respective Subsidiaries immediately prior to the Effective Time (each, an “Excluded Share”) shall be automatically canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(c)

Treatment of Preference Shares. Each Preference Share issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, the treatment of which is addressed in Section 3.1(b)) shall be automatically cancelled and converted into, and represent only, the right to (i) be paid, prior and in preference to any of the other payments set forth in this Section 3.1, Section 3.2, Section 3.3 or Section 3.4, an amount in cash (without interest) equal to the Per Share Liquidation Preference and (ii) upon payment in full of the Per Share Liquidation Preference, participate in future distributions of the Merger Consideration on an as-converted to Common Share basis and be entitled to receive the payments provided under Section 3.1(d) with respect to the Underlying Common Shares with respect to such Preference Share (and, to the extent required under the Certificate of Designation, be deemed to have automatically converted into the Underlying Common Shares to effect such payments). The Per Share Liquidation Preference shall be paid to the Preference Share Holder in accordance with the procedures set forth in Section 3.7 and Section 3.13. All other portions of the Per Preference Share Merger Consideration, if any, shall be paid to the Preference Share Holder in accordance with Sections 3.7, 3.9, 3.10, 3.11, 3.13, 7.5(a) and 11.6, as applicable.

(d)

Treatment of Common Shares. Each (x) Common Share issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, the treatment of which is addressed in Section 3.1(b), but including, for the avoidance of doubt, each Closing Top-Up Share) and (y) Underlying Common Share with respect to any Preference Share shall be automatically cancelled and converted into, and represent only, the right to receive an amount in cash (without interest) equal to (i) the Per Common Share Closing Amount, if any, plus (ii) the Per Share Final Adjustment Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.10(d)), plus (iii) the Per Share Escrow Consideration, if any (but only when, as if and to the extent such amount becomes payable pursuant to Section 3.10(e)), plus (iv) the Per Share Expense Fund Consideration, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.9(b)), plus (v) the Per Share Contingent Payment Amount applicable to each Contingent Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.11(a)) plus (vi) the Per Share Set-Off Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 11.6(b)), plus (vii) the Per Share [***] Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.7(d), plus (viii) the Per Share Net Tax Benefit Amount applicable to the NTB Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 7.5(a) (the amounts set forth in the foregoing clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii), collectively, the “Per Common Share Merger Consideration”). The Per Common Share Closing Amount, if any, shall be paid to the Common Share Holders in accordance with the procedures set forth in Section 3.7 and Section 3.13. All other portions of the Per Common Share Merger Consideration, if any, shall be paid to the Common Share Holders in accordance with Sections 3.7, 3.9, 3.10, 3.11, 3.13, 7.5(a) and 11.6, as applicable.

(a)

RSUs. Upon the occurrence of the Effective Time, but, with respect to the Non-Continuing Employees, no later than the termination of employment of such Non-Continuing Employees pursuant to Section 7.7(a), by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, any RSU Holder or any other Person, each RSU that is issued and outstanding immediately prior to the Effective Time shall be automatically accelerated in vesting (to the extent not yet vested), canceled and converted into, and represent only, the right to receive, subject to the proviso in Section 3.11(a) and to Section 3.11(c), an amount in cash (without interest) equal to (i) the product of (A) the Per Common Share Closing Amount, if any, and (B) the number of Underlying Common Shares in respect of such RSU (the amount set forth in this clause (i), the “Closing RSU Consideration”), plus (ii) the product of (A) the Per Share Final Adjustment Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.10(d)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (iii) the product of (A) the Per Share Escrow Consideration, if any (but only when, as if and to the extent such amount becomes payable pursuant to Section 3.10(e)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (iv) the product of (A) the Per Share Expense Fund Consideration, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.9(b)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (v) the product of (A) the Per Share Contingent Payment Amount applicable to each Contingent Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.11(a)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (vi) the product of (A) the Per Share Set-Off Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 11.6(b)) and (B) the number of Underlying Common Shares in respect of such RSU, plus (vii) the product of (A) the Per Share [***] Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.7(d)) and (B) the number of Underlying Common Shares in respect of such RSU plus (viii) the product of (A) the Per Share Net Tax Benefit Amount applicable to the NTB Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 7.5(a)) and (B) the number of Underlying Common Shares in respect of such RSU (the amounts set forth in clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii), collectively, the “Post-Closing RSU Consideration”), in each case, less any applicable withholding taxes.

(b)

In-the-Money Closing Options. Upon the occurrence of the Effective Time, but, with respect to the Non-Continuing Employees, no later than the termination of employment of such Non-Continuing Employees pursuant to Section 7.7(a), by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, any Option Holder or any other Person, each In-the-Money Closing Option that is issued and outstanding and unexercised immediately prior to the Effective Time shall be automatically accelerated in vesting (to the extent not yet vested), canceled and converted into, and represent only, the right to receive, subject to the proviso in Section 3.11(a) and to Section 3.11(c), an amount in cash (without interest) equal to (i) the product of (A) the excess of the Per Common Share Closing Amount, if any, over the exercise price per Common Share subject to such In-the-Money Closing Option and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Option (the amount set forth in this clause (i), the “In-the-Money Closing Option Consideration” and, together with the Closing RSU Consideration, the “Closing Equity Award Consideration”), plus (ii) the product of (A) the Per Share Final Adjustment Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.10(d)) and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Option, plus (iii) the product of (A) the Per Share Escrow Consideration, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.10(e)), and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Option, plus (iv) the product of (A) the Per Share Expense Fund Consideration, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.9(b)), and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Option, plus (v) the product of (A) the Per Share Contingent Payment Amount applicable to each Contingent Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.11(a)), and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Option, plus (vi) the product of (A) the Per Share Set-Off Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 11.6(b)) and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Option, plus (vii) the product of (A) the Per Share [***] Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.7(d)) and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Option, plus (viii) the product of (A) the Per Share Net Tax Benefit Amount applicable to the NTB Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 7.5(a)) and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Option (the amounts set forth in clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii), collectively, the “Post-Closing In-the-Money Closing Option Consideration”), in each case, less any applicable withholding taxes.

(c)

Out-of-the-Money Closing Options. Upon the occurrence of the Effective Time, but, with respect to the Non-Continuing Employees, no later than the termination of employment of such Non-Continuing Employees pursuant to Section 7.7(a), by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, any Option Holder or any other Person, each Out-of-the-Money Closing Option that is issued and outstanding and unexercised immediately prior to the Effective Time shall be automatically accelerated in vesting (to the extent not yet vested), canceled and converted into, and represent only, the right to receive, subject to the proviso in Section 3.11(a) and to Section 3.11(c), an amount in cash (without interest) equal to (i) if, following the Closing, any Post-Closing Payment becomes payable, and the sum of (A) the Per Common Share Closing Amount, (B) the Per Share Post-Closing Payment applicable to such Post-Closing Payment (determined after taking into account any related Post-Closing Top-Up Rights) and (C) the Per Share Post-Closing Payment applicable to any prior Post-Closing Payment (collectively, the “Accrued Per Share Consideration Amount”) becomes greater than the exercise price per Common Share subject to such Out-of-the-Money Closing Option as a result of such Post-Closing Payment (each such Out-of-the-Money Closing Option with respect to which the Accrued Per Share Consideration Amount is greater than such exercise price per Common Share subject to such Out-of-the-Money Closing Option, an “In-the-Money Post-Closing Option”), then the product of (1) the excess of the Accrued Per Share Consideration Amount over the exercise price per Common Share subject to such In-the-Money Post-Closing Option and (2) the Underlying Common Shares in respect of such In-the-Money Post-Closing Option, plus (ii) after any amount has become payable pursuant to clause (i), the product of (A) the Per Share Post-Closing Payment applicable to any subsequent Post-Closing Payment (but only when, as and if and to the extent such Post-Closing Payment becomes payable) and (B) the number of Underlying Common Shares in respect of such In-the-Money Post-Closing Option (the amounts set forth in clauses (i) and (ii), collectively, the “In-the-Money Post-Closing Option Consideration” and, together with the Post-Closing RSU Consideration and the Post-Closing In-the-Money Closing Option Consideration, the “Post-Closing Equity Award Consideration”).

(d)

Prior to the Closing, the Company Board (or, if appropriate, any committee thereof) shall adopt such resolutions and take all other action (including obtaining required consents or delivering any required notices, but not including the payment of any cash or non-cash consideration without Parent’s prior written consent) reasonably necessary to effectuate the treatment of the Equity Awards set forth in this Section 3.2 and the Company shall take all actions necessary such that the Company Stock Plan shall be terminated effective as of the Closing in accordance with its terms and such that, from and after the Effective Time, there are no outstanding rights to acquire Shares pursuant to the Company Stock Plan.  The Company shall provide to Parent, prior to the Closing, copies of all documentation evidencing completion of the actions necessary and appropriate to effectuate the actions contemplated by this Section 3.2(d).

(e)

The Closing Equity Award Consideration, if any, shall be paid to the Equity Award Holders in accordance with the procedures set forth in Section 3.7. The Post-Closing Equity Award Consideration, if any, shall be paid to the Equity Award Holders in accordance with Sections 3.7, 3.9, 3.10, 3.11, 3.13, 7.5(a) and 11.6, as applicable.

(a)

In-the-Money Closing Warrants. Upon the occurrence of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, any In-the-Money Closing Warrant Holder or any other Person, each In-the-Money Closing Warrant that is issued and outstanding and unexercised immediately prior to the Effective Time shall be automatically canceled and converted into, and represent only, the right to receive an amount in cash (without interest) equal to (i) the product of (A) the excess of the Per Common Share Closing Amount over the exercise price per Common Share subject to such In-the-Money Closing Warrant and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Warrant (the amount set forth in this clause (i), the “In-the-Money Closing Warrant Consideration”), plus (ii) the product of (A) the Per Share Final Adjustment Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.10(d)) and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Warrant, plus (iii) the product of (A) the Per Share Escrow Consideration, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.10(e)), and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Warrant, plus (iv) the product of (A) the Per Share Expense Fund Consideration, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.9(a)), and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Warrant, plus (v) the product of (A) the Per Share Contingent Payment Amount applicable to each Contingent Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.11(a)), and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Warrant, plus (vi) the product of (A) the Per Share Set-Off Reimbursement Amount, if any, (but only when, as, if and to the extent such amount becomes payable pursuant to Section 11.6(b)) and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Warrant, plus (vii) the product of (A) the Per Share [***] Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.7(d)) and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Warrant, plus (viii) the product of (A) the Per Share Net Tax Benefit Amount applicable to the NTB Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 7.5(a)) and (B) the number of Underlying Common Shares in respect of such In-the-Money Closing Warrant (the amounts set forth in clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii), the “Post-Closing In-the-Money Closing Warrant Consideration”).

(b)

Out-of-the-Money Closing Warrants. Upon the occurrence of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, any Out-of-the-Money Closing Warrant Holder or any other Person, each Out-of-the-Money Closing Warrant that is issued and outstanding and unexercised immediately prior to the Effective Time shall be automatically canceled and converted into, and represent only, the right to receive an amount in cash (without interest) equal to (i) if, following the Closing, (x) any Post-Closing Payment becomes payable, and (y) the Accrued Per Share Consideration Amount becomes greater than the exercise price per Common Share subject to such Out-of-the-Money Closing Warrant as a result of such Post-Closing Payment (each such Out-of-the-Money Closing Warrant with respect to which the Accrued Per Share Consideration Amount is greater than the exercise price per Common Share subject to such Out-of-the-Money Closing Warrant, an “In-the-Money Post-Closing Warrant”), then the product of (A) the excess of the Accrued Per Share Consideration Amount over the exercise price per Common Share subject to such In-the-Money Post-Closing Warrant and (B) the Underlying Common Shares in respect of such In-the-Money Post-Closing Warrant, plus (ii) after any amount has become payable pursuant to clause (i), the product of (A) the Per Share Post-Closing Payment applicable to any subsequent Post-Closing Payment and (B) the number of Underlying Common Shares in respect of such In-the-Money Post-Closing Warrant(the amounts set forth in clauses (i) and (ii), collectively, together with the Post-Closing In-the-Money Closing Warrant Consideration, the “Post-Closing Warrant Consideration”).

(c)

The In-the-Money Closing Warrant Consideration, if any, shall be paid to the In-the-Money Closing Warrant Holders in accordance with the procedures set forth in Section 3.7. The Post-Closing Warrant Consideration, if any, shall be paid to the Warrant Holders in accordance with Sections 3.7, 3.9, 3.10, 3.11, 3.13, 7.5(a) and 11.6, as applicable.

(a)

In satisfaction of its obligations pursuant to the Subscription Agreements, the Company shall, immediately prior to the Effective Time and subject to the occurrence thereof, issue each Shareholder party to a Subscription Agreement (i) the Closing Top-Up Shares to which such Shareholder is entitled under the terms of the applicable Subscription Agreement (which shares shall be treated as set forth in Section 3.1(d)) and (ii) the right (a “Post-Closing Top-Up Right” and each such Shareholder, a “Post-Closing Top-Up Right Holder”) to receive, in connection with any Post-Closing Payment, an amount equal to the product of (1) the Post-Closing Top-Up Shares of such Shareholder with respect to such Post-Closing Payment multiplied by (2) the applicable Per Share Post-Closing Payment, (the aggregate amount of any such payments, the “Post-Closing Top-Up Consideration”). The Post-Closing Top-Up Consideration, if any, shall be paid to the Post-Closing Top-Up Right Holder in accordance with Sections 3.7, 3.9, 3.10, 3.11, 3.13, 7.5(a) and 11.6, as applicable.

(b)

The Securityholders’ Representative shall implement procedures for determining the number of Closing Top-Up Shares and Post-Closing Top-Up Shares to which each Shareholder is entitled under the applicable Subscription Agreement and such procedures and the determination of the number of Closing Top-Up Shares and Post-Closing Top-Up Shares of the Securityholders’ Representative shall be dispositive for all purposes under this Agreement, and neither Parent nor Merger Sub shall challenge such procedures or determination. Parent and its Affiliates shall not be responsible for and shall be entitled to conclusively rely on such determinations, without any obligation to investigate or verify the accuracy or correctness thereof, and in no event shall Parent or any of its Affiliates or representatives have any liability to any Person (including the Securityholders’ Representative or any Securityholder) in connection with any claims relating to any alleged inaccuracy or miscalculation associated with determining the number of Closing Top-Up Shares and Post-Closing Top-Up Shares to which each Shareholder is entitled under the applicable Subscription Agreement.

(a)

No less than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (the “Estimated Closing Date Statement”), substantially in the form attached hereto as Exhibit D, setting forth in reasonable detail the Company’s good faith estimates of (i) Closing Indebtedness (the “Estimated Closing Indebtedness”) and the components thereof, (ii) Closing Net Working Capital, the Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”) and the components thereof, (iii) Closing Cash (the “Estimated Closing Cash”) and the components thereof, (iv) Transaction Expenses (the “Estimated Transaction Expenses”) and the components thereof, including each invoice to be paid by Parent at Closing as a separate line item, (v) any [***] Agreement Payment and (vi) the Estimated Purchase Price calculated based on the foregoing, in each case of the foregoing clauses (i) through (vi), calculated in accordance with the definitions thereof and, if applicable, the Accounting Principles, together with reasonably detailed supporting documentation used to calculate the foregoing amounts. At least ten (10) Business Days prior to the Closing, the Company shall deliver to Parent a preliminary Estimated Closing Date Statement for information purposes only (which shall not be considered the Estimated Closing Date Statement for any purpose hereunder). Parent shall be entitled, no later than five (5) Business Days prior to the Closing Date, to comment on and request reasonable changes to the preliminary Estimated Closing Date Statement, and the Company shall consider and implement (to the extent agreed by the Company) in good faith any changes Parent proposes to the preliminary Estimated Closing Date Statement within such time period in the Estimated Closing Date Statement, which shall thereupon supersede and replace the preliminary Estimated Closing Date Statement for all purposes hereunder.

(b)

No less than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a consideration spreadsheet (the “Consideration Spreadsheet”), based on the Estimated Closing Date Statement and substantially in the form attached hereto as Exhibit E, completed to include all of the following information:

(ii)

the number of Shares held by each Securityholder immediately prior to the Effective Time, indicating whether such shares are Common Shares (including and indicating any Closing Top-Up Shares) or Preference Shares (indicating the Underlying Common Shares in respect thereof) and the respective certificate numbers representing such shares (or a statement that such shares are not represented by certificates), as applicable;

(iii)

the number of RSUs, Options and Warrants held by each Securityholder, indicating (A) the Underlying Common Shares in respect thereof, (B) the per share exercise price with respect to any Options and Warrants and (C) which Options and Warrants are In-the-Money Closing Options and In-the-Money Closing Warrants, respectively;

(iv)

(A) the Per Share Liquidation Preference of each Preference Share and the Aggregate Liquidation Preference and (B) the Closing Aggregate Exercise Amount;

(v)

the Closing Amount and the Per Common Share Closing Amount, if any;

(vi)

the Closing Fully Diluted Share Number; and

(vii)

the aggregate consideration, if any, payable at Closing to the Preference Share Holder and to each Common Share Holder (including any such holder of Closing Top-Up Shares), each RSU Holder, each In-the-Money Closing Option Holder and each In-the-Money Closing Warrant Holder, in each case in accordance with Sections 3.1(c), 3.1(d), 3.2(a), 3.2(b) or 3.3(a), as the case may be.

(c)

All amounts included in the Consideration Spreadsheet shall be, as applicable, calculated in accordance with the Company’s Constitutive Documents, applicable Law, this Agreement, and, in the case of Equity Awards, the Company Stock Plan and any applicable grant or similar agreement with respect to any such Equity Awards.

(a)

Paying Agent. Prior to the Effective Time:

(i)

Parent shall appoint a nationally recognized bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration in accordance with the Consideration Spreadsheet and shall enter into an agreement relating to the Paying Agent’s responsibilities under this Agreement, which shall be in form and substance reasonably satisfactory to the Company and the Securityholders’ Representative (the “Paying Agent Agreement”).

(ii)

Parent shall, or shall cause its Affiliates (including the Surviving Company) to, cause the Paying Agent, a payroll services provider or similar agent to set up and be able to provide payroll services for the payment of the Closing Equity Award Consideration and Post-Closing Equity Award Consideration, including to be able to calculate, deduct or withhold (as applicable) and remit to the applicable Governmental Authority any withholding pursuant to Section 3.12 in respect of any portion of the Closing Equity Award Consideration and Post-Closing Equity Award Consideration payable to any Equity Award Holder, including by providing such Person with all information reasonably requested in connection with any of the foregoing; provided that, in the event such Person is unable or unwilling to provide such payroll services, Parent shall, and nothing herein shall relieve Parent of its obligation to, cause the Surviving Company or its applicable Subsidiary to pay any such Closing Equity Award Consideration or Post-Closing Equity Award Consideration in accordance with the Consideration Spreadsheet or any applicable Post-Closing Payment Spreadsheet, as applicable, to the applicable Equity Award Holder on or prior to the date on which such amounts are otherwise due and payable pursuant to the terms of this Agreement.  Notwithstanding the foregoing, with respect to Continuing Employees and/or non-Continuing Employees, Parent may elect, in its sole discretion, to make (or to cause its Affiliate to make) any such payments of Post-Closing Equity Award Consideration to such Continuing Employees and/or non-Continuing Employees rather than causing the Paying Agent, a payroll services provider or similar agent to make such payments.

(b)

Certain Closing Date Payments and Deposits.

(i)

At the Effective Time, Parent shall deposit, or cause to be deposited:

A.

with the Paying Agent, by wire transfer of immediately available funds to an account specified by the Paying Agent no later than two (2) Business Days prior to the Closing Date, for the benefit of and for further distribution to the Securityholders in accordance with the Consideration Spreadsheet (in the case of the Closing Equity Award Consideration, such distribution to be made not later than the first applicable regularly scheduled payroll date occurring at least 10 Business Days following the Closing Date), cash in an amount equal to (x) the Closing Amount, (y) the employer portion of any employment or payroll Taxes related to the Closing Equity Award Consideration, if any, and (z) the Closing Aggregate Exercise Amount, if any (such cash being hereinafter referred to as the “Exchange Fund”); provided that, if the Closing Amount shall be less than or equal to the Aggregate Liquidation Preference, the Closing Amount shall be paid solely to the Preference Share Holder, and no other Securityholders shall be entitled to any payment on the Closing Date;

B.

with the Escrow Agent, by wire transfer of immediately available funds to an escrow account specified no later than two (2) Business Days prior to the Closing Date by, and established and maintained by the Escrow Agent (the “Escrow Account”), the Escrow Amount, to be held in escrow therein in accordance with the terms of this Agreement and the Escrow Agreement; and

C.

with the Securityholders’ Representative, by wire transfer of immediately available funds to an account specified no later than two (2) Business Days prior to the Closing Date by the Securityholders’ Representative, the Securityholders’ Representative Expense Amount.

(c)

Payments of Transaction Expenses and Payoff Indebtedness.

(i)

The Company shall use its commercially reasonable efforts to deliver, or cause to be delivered, to Parent, at least three (3) Business Days prior to the Closing, invoices with respect to the Specified Transaction Expenses, including wire and account information for receipt of amounts payable thereunder. At the Effective Time, Parent shall pay, or cause to be paid, in full all Specified Transaction Expenses set forth on the Estimated Closing Date Statement for which invoices have been provided to Parent at least three (3) Business Days prior to the Closing in accordance with such invoices; provided that if Parent has not received an invoice for any Specified Transaction Expenses set forth on the Estimated Closing Date Statement at least three (3) Business Days prior to the Closing, Parent shall pay, or cause to be paid, such Specified Transaction Expenses promptly following Parent’s receipt of an invoice therefor in accordance with Parent’s ordinary course payment practices for fees and expenses of such nature.

(ii)

With respect to any Payoff Indebtedness, the Company shall deliver, or cause to be delivered (and shall use commercially reasonable efforts to cause such delivery at least five (5) Business Days prior to the Closing), to Parent, drafts of Payoff Letters with respect to such Payoff Indebtedness and, at least two (2) Business Days prior to the Closing, duly executed copies of the Payoff Letters (in each case, accompanied by UCC termination statements and other instruments of lien release, in customary form, including duly executed releases to be filed with the United States Patent and Trademark Office and its foreign counterparts, as applicable), (A) setting forth the amount required to repay in full such Payoff Indebtedness as of immediately prior to the anticipated Closing Date (and the daily accrual thereafter), (B) providing for a release of all Encumbrances (other than Permitted Encumbrances) granted by any member of the Company Group to the holders of such Payoff Indebtedness and (C) wire instructions for payment of the Payoff Indebtedness. At the Effective Time, Parent shall pay, or cause to be paid, the aggregate amount of such Payoff Indebtedness specified in such duly executed Payoff Letters (and reflected in the Estimated Closing Date Statement);provided that, upon prior written notice to Parent at least ten (10) Business Days prior to the Closing Date, the Company may elect, in its sole discretion that such Payoff Indebtedness shall be paid out of cash held by the Company Group rather than by Parent.

(d)

If, and to the extent that, as of the first anniversary of the Closing Date, any Specified [***] Obligation has not become due and payable by the Company Group pursuant to the [***] Agreement, Parent shall pay or cause to be paid, by wire transfer of immediately available funds, an aggregate amount in cash equal to the aggregate amount of such Specified [***] Obligations that has not so become due and payable (such amount, the “[***] Reimbursement Amount”) for the benefit of, and for further distribution to, the Securityholders in accordance with Section 3.13 and the Post-Closing Payment Spreadsheet applicable to the [***] Reimbursement Amount.  In connection with the payment of the [***] Reimbursement Amount, the Securityholders’ Representative shall prepare and deliver (or cause to be prepared and delivered) to Parent and the Paying Agent a Post-Closing Payment Spreadsheet with respect thereto. The payment of the [***] Reimbursement Amount for the benefit of, and for further distribution to, the Securityholders shall be made within five (5) Business Days following the later of (i) the date on which the [***] Reimbursement Amount becomes payable and (ii) Parent’s receipt of the applicable Post-Closing Payment Spreadsheet with respect to such [***] Reimbursement Amount pursuant to this Section 3.7(d).

(e)

Exchange Procedures.

(i)

Prior to the Effective Time, the Company shall mail, or shall cause the Paying Agent to mail, to each Shareholder, Warrant Holder or Post-Closing Top-Up Right Holder, a letter of transmittal substantially in the form attached hereto as Exhibit F with such reasonable changes as the Paying Agent may require (a “Letter of Transmittal”), which shall specify the instructions for effecting the surrender of such holder’s Shares, Warrants or Post-Closing Top-Up Rights as applicable, and the certificates, if any, representing the same (the “Certificates”) in exchange for the relevant portion of the Merger Consideration in accordance with the Consideration Spreadsheet. The Paying Agent shall provide to Parent and the Company, as promptly as reasonably practicable upon receipt thereof, copies of each Letter of Transmittal delivered to the Paying Agent prior to the Closing. Notwithstanding anything herein to the contrary, after the Closing, all payments to which a Shareholder, Warrant Holder or Post-Closing Top-Up Right Holder may be entitled pursuant to this Section 3.7 or Section 3.13 shall only be made to such holder if such holder has delivered to the Paying Agent a properly completed and duly executed Letter of Transmittal and has surrendered to the Paying Agent the Certificates, if any, representing such holder’s Shares or Warrants, as applicable.

(ii)

Following the Closing, the Paying Agent shall as promptly as practicable (and, if the applicable properly completed and duly executed Letter of Transmittal has been delivered, and the applicable Certificates have been surrendered, to the Paying Agent prior to the Closing, in any event within two (2) Business Days of the Closing Date) pay each Shareholder, Warrant Holder or Post-Closing Top-Up Right Holder the consideration to which it is entitled in each case in accordance with Sections 3.1(c), 3.1(d) or 3.3(a), as the case may be, and as set forth in the Consideration Spreadsheet, once such Securityholder has delivered to the Paying Agent a properly completed and duly executed Letter of Transmittal and has surrendered to the Paying Agent the Certificates, if any, applicable thereto.

(iii)

In the event of a transfer of ownership of any Shares, Warrants or Post-Closing Top-Up Rights that are not registered in the transfer records of the Company, payment of the applicable portion of the Merger Consideration payable in respect thereof pursuant to this Article III to a Person other than the Person in whose name the Shares, Warrants or Post-Closing Top-Up Rights so surrendered are registered shall be conditioned on (in addition to the conditions set forth in this Agreement more generally for payment of Merger Consideration) (A) subject to Section 3.7(j), the Paying Agent being presented with the Certificate (if any) applicable thereto, properly endorsed or otherwise in proper form for transfer or other evidence reasonably satisfactory to Parent and the Paying Agent that the Person requesting such payment is entitled thereto, and (B) the Person requesting such payment paying to the Surviving Company any transfer Taxes or other Taxes required by reason of payment of such Merger Consideration to a Person other than the registered holder of such Shares, Warrants or Post-Closing Top-Up Rights, as applicable, or such Person shall establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable.

(iv)

Until surrendered as contemplated by this Section 3.7 (including delivery of the applicable properly completed and duly executed Letter of Transmittal), each Certificate, if any, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the relevant portion of the Merger Consideration which the holder thereof has the right to receive in respect of the Shares or Warrants, as applicable, represented by such Certificate pursuant to this Section 3.7 or Section 3.13. No interest shall be paid or will accrue on any cash payable to Shareholders, Warrant Holders or Post-Closing Top-Up Right Holders pursuant to the provisions of this Agreement.

(f)

Closing of Company Transfer Books. At the close of business on the day on which the Effective Time occurs, the share register of the Company shall be closed, and there shall be no further registration of transfers on the share register of the Surviving Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificate evidencing Shares is presented to the Surviving Company or Paying Agent for any reason, it shall be canceled against delivery of cash to the holder thereof as provided in this Article III.

(g)

Termination of the Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the former Securityholders for twelve (12) months after the Effective Time shall be delivered to the Surviving Company, upon demand, and any former Securityholders who have not theretofore complied with this Article III shall thereafter look only to the Surviving Company for, and the Surviving Company shall remain liable for, payment of their claims for the relevant portion of the Merger Consideration in accordance with this Article III.

(h)

No Liability. None of Parent, Merger Sub, the Surviving Company or the Paying Agent shall be liable to any Person in respect of any cash from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Shares, Warrants or Post-Closing Top-Up Rights shall not have been surrendered immediately prior to the date on which the relevant portion of the Merger Consideration would otherwise escheat to or become the property of any Governmental Authority, such portion of the Merger Consideration shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto.

(i)

Investment of Exchange Fund. The Paying Agent shall invest the cash in the Exchange Fund as directed by Parent solely in cash or in liquid money market funds that invest solely in short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days; provided that no such investment or loss thereon shall affect the amounts payable to any Securityholder pursuant to this Article III, and following any losses from any such investment, Parent shall promptly provide additional funds to the Paying Agent for the benefit of such holders in the amount of such losses, which additional funds will be deemed to be part of the Exchange Fund. Any interest and other income resulting from such investments shall be paid to Parent.

(j)

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed (in form and substance reasonably satisfactory to the Paying Agent and Parent) and compliance with such other requirements as may be reasonably requested by the Paying Agent (or the Surviving Company), the Paying Agent or (following the first anniversary of the Closing Date) the Surviving Company shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable portion of the Merger Consideration with respect thereto as set forth in the Consideration Spreadsheet, subject to the other deliveries required by Section 3.7.

(a)

Prior to the Effective Time, Parent shall appoint a nationally recognized bank or trust company reasonably acceptable to the Company to act as escrow agent (the “Escrow Agent”) and shall enter into an agreement relating to the Escrow Agent’s responsibilities in connection with the Escrow Funds (the “Escrow Agreement”), which shall be in form and substance reasonably satisfactory to the Company and the Securityholders’ Representative. The Escrow Funds shall be governed by the terms of this Agreement and the Escrow Agreement and shall be released and distributed in accordance with Section 3.10(e) and Section 3.10(f).

(b)

The Parties agree for all Tax purposes the Parent is intended to be treated as the owner of the Escrow Funds solely for Tax purposes, and all interest and earnings earned from the investment and reinvestment of the Escrow Funds, or any portion thereof, shall be allocable to Parent.

(a)

The Securityholders’ Representative Expense Amount may be used at any time by the Securityholders’ Representative to fund or reimburse any expenses incurred by it in the performance of its duties and obligations hereunder or under the Escrow Agreement, including those duties and obligations set forth in Article X. The Securityholders’ Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Securityholders’ Representative Expense Amount other than as a result of its fraud, bad faith, gross negligence or willful misconduct. The Securityholders’ Representative is not acting as a withholding agent or in any similar capacity in connection with the Securityholders’ Representative Expense Amount, and has no Tax reporting or income distribution obligations. The Securityholders will not receive any interest or earnings on the Securityholders’ Representative Expense Amount and irrevocably transfer and assign to the Securityholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Parties agree for all income Tax purposes that the Securityholders’ Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Securityholders on the Closing Date.

(b)

The Securityholders’ Representative Expense Amount will be held by the Securityholders’ Representative for so long as the Securityholders’ Representative determines is reasonably necessary for it to fulfill its obligations and duties under this Agreement; provided that following the completion of all such obligations and duties and the satisfaction of all expense reimbursements to which the Securityholders’ Representative is entitled in connection therewith, the Securityholders’ Representative shall release such amount (an “Expense Fund Release Amount”) for the benefit of, and for further distribution to, the Securityholders in accordance with Section 3.13 and the Post-Closing Payment Spreadsheet applicable to the Expense Fund Release Amount. In connection with the release of the Expense Fund Release Amount (if any), the Securityholders’ Representative shall prepare and deliver (or cause to be prepared and delivered) to Parent and the Paying Agent a Post-Closing Payment Spreadsheet with respect thereto.

(a)

Within ninety (90) days after the Closing Date, Parent shall prepare and deliver or cause to be prepared and delivered to the Securityholders’ Representative a statement (the “Adjusted Closing Date Statement”), substantially in the form attached hereto as Exhibit D, setting forth Parent’s determination of (i) Closing Indebtedness and the components thereof, (ii) Closing Net Working Capital, the Net Working Capital Adjustment and the components thereof, (iii) Closing Cash and the components thereof, (iv) Transaction Expenses and the components thereof, (v) any [***] Agreement Payment and (vi) the Purchase Price calculated based on the foregoing, in each case of the foregoing clauses (i) through (vi), calculated in accordance with the definitions thereof and, if applicable, the Accounting Principles, together with reasonably detailed supporting documentation used to calculate the foregoing amounts. If Parent fails to deliver the Adjusted Closing Date Statement within such ninety (90) day period following the Closing Date, then the Securityholders’ Representative shall have the right to either (A) determine that the calculations of the amounts in the Estimated Closing Date Statement will be deemed to be the amounts set forth in the Adjusted Closing Date Statement, the Purchase Price will be deemed to be the Estimated Purchase Price, and the Price Increase and the Price Decrease will be deemed to be zero, and such amounts shall be final and binding upon the Parties for all purposes of this Agreement and not subject to appeal, or (B) within thirty (30) days thereafter (the “Preparation Period”), prepare and deliver to Parent the Adjusted Closing Date Statement (it being understood that, if the Securityholders’ Representative exercises such right to prepare and deliver the Adjusted Closing Date Statement, the provisions in paragraph (b) below shall be construed in a manner such that Parent has the right to review such statement and submit a Dispute Notice thereto). During the Preparation Period (if applicable), the Review Period and the Resolution Period, Parent shall afford to the Securityholders’ Representative reasonable access, upon reasonable notice, during normal business hours and in a manner that does not disrupt or interfere with Parent’s business operations, to all of the properties, books, Contracts, personnel and records of the Company Group as the Securityholders’ Representative shall reasonably request in connection with Securityholders’ Representative’s review of the Adjusted Closing Date Statement.

(b)

The Securityholders’ Representative shall have thirty (30) days following receipt of the Adjusted Closing Date Statement to review such statement (the “Review Period”). If the Securityholders’ Representative disagrees with the Adjusted Closing Date Statement, the Securityholders’ Representative shall notify Parent in writing of such disagreement during the Review Period, which notice (a “Dispute Notice”) shall describe in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts and recalculations thereof, and the basis for the disagreements set forth therein (each, a “Disputed Amount”); provided that a Dispute Notice shall only include Disputed Amounts (and Disputed Amounts may only be) based on (A) a failure of any of the calculations of Closing Indebtedness, Closing Net Working Capital, the Net Working Capital Adjustment, Closing Cash, Transaction Expenses and the Purchase Price contained in the Adjusted Closing Date Statement to be determined in accordance with the Accounting Principles and the applicable definitions set forth in this Agreement or (B) mathematical errors in the Adjusted Closing Date Statement. If the Securityholders’ Representative does not deliver a Dispute Notice within the Review Period, the Adjusted Closing Date Statement, as delivered pursuant to Section 3.10(a), shall be considered final, binding and non-appealable upon the Parties. If the Securityholders’ Representative delivers a Dispute Notice within the Review Period, then (i) the Disputed Amounts shall be resolved pursuant to Section 3.10(c) and (ii) such portions of the Adjusted Closing Date Statement that are not Disputed Amounts shall be considered final, binding and non-appealable upon the Parties.

(c)

During the thirty (30) days immediately following the delivery of a Dispute Notice (the “Resolution Period”), the Securityholders’ Representative and Parent shall seek in good faith to resolve any differences that they may have with respect to the matters identified in the Dispute Notice (and all discussions related thereto shall, unless otherwise agreed to by Parent and Securityholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rules)). If Parent and the Securityholders’ Representative are unable to resolve all Disputed Amounts within the Resolution Period (or such longer time as the parties may agree), then the Disputed Amounts shall be referred for final determination to Deloitte & Touche LLP, or if Deloitte & Touche LLP is unwilling or unable to serve, then an independent nationally recognized accounting firm of independent certified public accountants, jointly determined by Parent and the Securityholders’ Representative (such firm, or another firm determined pursuant to this Section 3.10(c), the “Accounting Firm”), within fifteen (15) days after the end of such thirty (30) day period. The Accounting Firm shall be engaged pursuant to a customary engagement letter among the Securityholders’ Representative, Parent and the Accounting Firm on terms and conditions consistent with this Section 3.10(c), shall act as expert, and not as arbitrator, and shall consider only those Disputed Amounts which Parent and the Securityholders’ Representative have been unable to resolve during the Resolution Period. Neither the Securityholders’ Representative nor Parent (and none of their respective Representatives) shall have any ex parte communications (whether written or oral) or meetings with the Accounting Firm without the prior written consent of the other party. The Accounting Firm shall deliver to Parent and the Securityholders’ Representative, as promptly as practicable, and in any event within thirty (30) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. The Accounting Firm determination shall be based solely on presentations and supporting material provided by the Securityholders’ Representative and Parent and not pursuant to any independent review, and shall be limited to fixing mathematical errors in the calculations underlying the Disputed Amounts and determining the extent to which Parent’s or the Securityholders’ Representative’s, as applicable, determination of the Disputed Amounts were determined in accordance with the definitions of Closing Indebtedness, Closing Net Working Capital, the Net Working Capital Adjustment, Closing Cash, Transaction Expenses and Purchase Price contained herein and the Accounting Principles. The Accounting Firm shall only be permitted to determine an amount with respect to any Disputed Amount that is either the amount of such Disputed Amount as proposed by the applicable Party in the Adjusted Closing Date Statement or the Dispute Notice or an amount in between the two amounts. Such report shall be final, binding and non-appealable upon the Parties, absent fraud or manifest error. Upon the decision of the Accounting Firm, the Adjusted Closing Date Statement, as adjusted to the extent necessary to reflect the Accounting Firm’s decision, shall be final, binding and non-appealable upon the Parties. At any time, Parent and the Securityholders’ Representative may agree to settle any remaining Disputed Amount, including any such Disputed Amount submitted to the Accounting Firm, which agreement shall be in writing and shall be deemed final, binding and non-appealable upon the Parties with respect to the subject matter of such Disputed Amount so resolved (the “Resolution Agreement”); provided that, if the Accounting Firm has been engaged, Parent and the Securityholders’ Representative shall promptly provide a copy of such Resolution Agreement to the Accounting Firm and instruct the Accounting Firm not to resolve such Disputed Amount so resolved, it being agreed that if the Accounting Firm nonetheless resolved such Disputed Amount for any reason, the Resolution Agreement shall control. The fees, costs and expenses of the Accounting Firm shall be allocated between Parent and the Securityholders’ Representative based upon the percentage that the portion of the contested amount not awarded to each such party bears to the amount actually contested by such party. For example, if the Securityholders’ Representative claims the aggregate Purchase Price is $1,000 greater than the amount determined by Parent, and if the Accounting Firm ultimately resolves the dispute by awarding the Securityholders $300 of the $1,000 contested, then the costs and expenses of arbitration shall be allocated 30% (i.e., 300 ÷ 1,000) to Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Securityholders’ Representative. The dispute resolution provisions set forth in this Section 3.10 shall be the sole and exclusive remedy of the Parties for any disputes related to the determination of the Closing Indebtedness and the components thereof, Closing Net Working Capital, the Net Working Capital Adjustment and the components thereof, Closing Cash and the components thereof, Transaction Expenses and the components thereof and the Purchase Price; provided that, the foregoing shall not prohibit any Party from instituting an Action to enforce any final determination of the Purchase Price pursuant to the terms and conditions of this Section 3.10(c).

(d)

In the event that the Purchase Price as finally determined pursuant to this Section 3.10 is greater than the Estimated Purchase Price (such difference, the “Price Increase”), Parent shall pay, by wire transfer of immediately available funds, an aggregate amount in cash equal to the Price Increase for the benefit of, and for further distribution to, the Securityholders in accordance with Section 3.13 and the Post-Closing Payment Spreadsheet applicable to the Price Increase. The payment of the Price Increase for the benefit of, and for further distribution to, the Securityholders shall be made within five (5) Business Days following the later of (i) the final determination of the Price Increase and (ii) Parent’s receipt of the applicable Post-Closing Payment Spreadsheet with respect to such Price Increase pursuant to this Section 3.10(d).

(e)

In the event that the Purchase Price as finally determined pursuant to this Section 3.10 is less than the Estimated Purchase Price (such difference, the “Price Decrease”), then an amount in cash equal to the lesser of (i) the Price Decrease and (ii) the Escrow Funds shall be released from the Escrow Account to Parent in accordance with Section 3.10(f) and Section 3.10(g) and the Escrow Agreement. If the Escrow Funds are less than the amount of the Price Decrease, then Parent may set-off the amount of such deficiency by deducting such amount on a dollar-for-dollar basis from any Contingent Payment that has not yet been fully paid pursuant to this Agreement. For the avoidance of doubt, the Escrow Funds and the reduction of Contingent Payments contemplated by the immediately preceding sentence shall be the sole and exclusive remedies of Parent and its Affiliates with respect to any Price Decrease.

(f)

Within five (5) Business Days after the final determination of the Purchase Price, Parent and the Securityholders’ Representative shall send a joint written instruction to the Escrow Agent to release, by wire transfer of immediately available funds, all of the Escrow Funds, as follows:

(g)

In connection with the payment of any Price Increase, any Price Decrease and any Escrow Release Amount, as applicable, the Securityholders’ Representative shall prepare and deliver (or cause to be prepared and delivered) to Parent and the Paying Agent a Post-Closing Payment Spreadsheet with respect to such payment. Parent and its Affiliates shall be entitled to rely on the Post-Closing Payment Spreadsheet delivered pursuant to this Section 3.10(g) as conclusive evidence of amounts payable to the Securityholders pursuant to this Agreement.

(h)

Any payment made pursuant to this Section 3.10 shall be treated as an adjustment to the Purchase Price for federal, state, local and non-U.S. income Tax purposes.

(a)

From time to time after the Closing, subject to the terms and conditions of this Agreement (including Exhibit H), Parent shall pay or cause to be paid any amounts owing pursuant to Exhibit H to the Securityholders, such payment obligations (if any) to be governed by the terms and conditions of Exhibit H, this Section 3.11 and Section 3.13. In the event Parent becomes obligated pursuant to the terms and conditions of Exhibit H to make any Contingent Payment to the Securityholders, Parent shall pay or cause to be paid, in accordance with this Section 3.11, by wire transfer of immediately available funds, cash in an aggregate amount equal to the applicable Contingent Payment for the benefit of, and for further distribution to, the Securityholders in accordance with Section 3.13 and the Post-Closing Payment Spreadsheet applicable to such Contingent Payment. In connection with the payment of any Contingent Payment, the Securityholders’ Representative shall prepare and deliver (or cause to be prepared and delivered) to Parent and the Paying Agent a Post-Closing Payment Spreadsheet with respect thereto; provided that, from and after the fifth (5th) anniversary of the Closing Date, the Equity Award Holders shall not be eligible for any Royalty Payments for an applicable Calendar Year, unless aggregate Net Sales of the Milestone Products within the Territory in such Calendar Year exceed [***] (such rate, the “Hurdle”), and the Royalty Payments that would otherwise be paid to the Equity Award Holders were it not for the Hurdle shall instead be accumulated and paid to such Equity Award Holders if the Hurdle is achieved in such Calendar Year.  If the Hurdle is not achieved in such Calendar Year, such Royalty Payments that would otherwise be paid to the Equity Award Holders with respect to such Calendar Year shall instead be allocated to the Securityholders that are not Equity Award Holders for such Calendar Year. Parent and its Affiliates shall be entitled to rely on the Post-Closing Payment Spreadsheet delivered pursuant to this Section 3.11(a) as conclusive evidence of amounts payable to the Securityholders pursuant to this Agreement. The payment of the Contingent Payment for the benefit of, and for further distribution to, the Securityholders shall be made within five (5) Business Days following the later of (A) the final determination that the Contingent Payment is due and payable as provided in Exhibit H and (B) Parent’s receipt of the applicable Post-Closing Payment Spreadsheet with respect to such Contingent Payment pursuant to this Section 3.11.

(b)

Any right to receive any portion of any Contingent Payment is solely a contractual right and is not a security for purposes of any federal or state securities Laws. The right of any Securityholder to receive any Contingent Payment: (i) does not give the Securityholder dividend or distribution rights, voting rights, rights to payment upon a liquidation, dissolution or winding up or other event, redemption, repurchase, preemptive or subscription rights or other rights attributable to or associated with shares of the Surviving Company or any holder thereof; (ii) shall not be evidenced by a certificate or other instrument; (iii) shall not be assignable or otherwise transferable by any Securityholder, except where Parent has provided its prior written consent thereto (which shall not be unreasonably withheld, delayed or conditioned); (iv) shall not accrue or pay interest on any portion thereof (except as provided in Exhibit H); and (v) does not represent any right other than the right to receive the consideration set forth in Exhibit H and this Section 3.11. Any attempted transfer or assignment (directly or indirectly) of the right to any Contingent Payment or interest therein by any holder thereof (other than as specifically permitted by the immediately preceding sentence) shall be null and void ab initio, and Parent shall have no obligation to recognize any such purported transfer or assignment or any putative rights of any purported transferee or assignee.

(c)

The Parties agree that for all income Tax purposes, any payment of any portion of any Contingent Payment to (i) the Shareholders, the Warrant Holders or the Post-Closing Top-Up Right Holders is intended to be treated as deferred contingent purchase price which may be eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of non-U.S., state or local law, as appropriate (subject to imputation of interest under Section 483 or Section 1274 of the Code), or (ii) the Equity Award Holders is intended to be treated as compensation and, in respect of Equity Awards, in compliance with (or exempt from) Section 409A of the Code and subject to applicable withholding Tax. It is intended that all payments of any portion of any Contingent Payment to the Equity Award Holders comply with Treasury Regulations Section 1.409A-(i)(5)(iv)(A), which is applicable to “transaction-based compensation”, or be exempt from the requirements of Code Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to so comply or be exempt. It is the intent of the parties that each Milestone Event and Hurdle described in Section 3.11(a) be considered a condition on payment that constitutes a substantial risk of forfeiture within the meaning of Section 409A of the Code as it relates to the applicable Per Share Contingent Payment Amount. Each payment of any Per Share Contingent Payment Amount made to the Equity Award Holders shall be deemed a separate payment for purposes of Treasury Regulations Section 1.409A-2(b)(2).

(a)

Each Post-Closing Payment will be paid as follows: (i) first, the Preference Share Holder will be paid an amount equal to the lesser of (A) such Post-Closing Payment and (B) the Unpaid Liquidation Preference (or, the full amount of the Post-Closing Payment if (A) and (B) are equal to each other) as of immediately prior to the making of such Post-Closing Payment and (ii) second, to the extent such Post-Closing Payment exceeds the Unpaid Liquidation Preference as of immediately prior to the making of such Post-Closing Payment, such excess will be paid to the Securityholders, including, for the avoidance of doubt, the Preference Share Holder with respect to its Underlying Common Shares, as provided in Sections 3.1(d), 3.2, 3.3 and 3.4. No payments will be paid to the Securityholders other than the Preference Share Holder unless and until the Preference Share Holder has received payment in full of the Aggregate Liquidation Preference.

(b)

(i) Parent will cause each Post-Closing Payment (other than an Expense Fund Release Amount) payable to or for the benefit of the Securityholders pursuant to this Agreement and (ii) the Securityholders’ Representative shall cause any Expense Fund Release Amount payable to or for the benefit of the Securityholders pursuant to this Agreement, to be made to the Paying Agent, by wire transfer of immediately available funds to an account designated by the Paying Agent in writing no later than two (2) Business Days prior to such payment, for further distribution to the Securityholders (subject, in the case of any payments of Post-Closing Equity Award Consideration, to the last sentence of Section 3.7(a)(ii)) as promptly as practicable (and in any event within two (2) Business Days) in accordance with the applicable Post-Closing Payment Spreadsheet, in each case, in accordance with this Agreement and the Post-Closing Payment Spreadsheet applicable to such Post-Closing Payment; provided that (x) with respect to any portion of any Post-Closing Payment payable as a result of the achievement of a Milestone Event to or for the benefit of the Equity Award Holders, such payment shall be paid no later than March 15 of the Calendar Year following the Calendar Year in which the achievement of the Milestone Event that triggers such payment occurs and (y) with respect to any portion of any Post-Closing Payment payable with respect to Royalty Payments to or for the benefit of the Equity Award Holders, such payment shall be paid no later than March 15 of the Calendar Year following the Calendar Year to which the Royalty Payment relates; provided further that if the Paying Agent has not yet received the applicable funds by such required payment date, then the Parties shall cooperate to structure any such payments so that they are made in compliance with (or exempt from) Section 409A of the Code.

(c)

In connection with any Post-Closing Payment, Parent shall cause an amount equal to the applicable Post-Closing Payment Aggregate Exercise Amount to be paid, in the manner provided in Section 3.13(b), mutatis matandis, for the benefit of, and further distribution to, the Securityholders entitled thereto, as set forth in the applicable Post-Closing Payment Spreadsheet.

(d)

In connection with any Post-Closing Payment, (i) the Securityholders’ Representative shall promptly (and, in any event, no later than ten (10) Business Days prior to the date such Post-Closing Payment is due and payable pursuant to the terms of this Agreement) deliver to Parent a preliminary Post-Closing Payment Spreadsheet with respect to such Post-Closing Payment, which will include, among other things, the applicable Post-Closing Equity Award Consideration, if any, with respect to such Post-Closing Payment and the allocation of such Post-Closing Payment among the Equity Award Holders, (ii) Parent shall, or shall cause the Paying Agent to, promptly (and, in any event, no later than three (3) Business Days after Parent’s receipt of such preliminary Post-Closing Payment Spreadsheet) deliver to the Securityholders’ Representative a calculation of the aggregate amount of the employer portion of any employment or payroll Taxes related to the applicable Post-Closing Equity Award Consideration, if any, with respect to such Post-Closing Payment (a “Post-Closing Payment Employer Tax Calculation”) and (iii) the Securityholders’ Representative shall promptly (and, in any event, no later than five (5) Business Days prior to the date such Post-Closing Payment is due and payable pursuant to the terms of this Agreement) deliver to Parent a final Post-Closing Payment Spreadsheet with respect to such Post-Closing Payment. Notwithstanding anything to the contrary contained herein, Parent shall not be required to make any Post-Closing Payment until the later of (i) the date on which such payment is due and payable pursuant to the terms of this Agreement and (ii) the date that is five (5) Business Days after Parent receives the final Post-Closing Payment Spreadsheet with respect to such Post-Closing Payment.  The Securityholders’ Representative shall not be responsible for and shall be entitled to conclusively rely on any Post-Closing Payment Employer Tax Calculation, without any obligation to investigate or verify the accuracy or correctness thereof, and in no event shall the Securityholders’ Representative or any Securityholder have any liability to any Person (including Parent or any of its Affiliates) in connection with any claims relating to any alleged inaccuracy or miscalculation associated with any Post-Closing Payment Employer Tax Calculation.

(a)

Parent shall have the absolute right to rely on and make payments of the Merger Consideration in accordance with, and shall not have any Liability to the Securityholders’ Representative, any Securityholder or any other Person for making any such payments, releases or distributions in accordance with, the Consideration Spreadsheet or any Post-Closing Payment Spreadsheet.

(b)

Subject to Parent’s compliance with its obligations under Section 3.7, (i) any payments delivered hereunder by or on behalf of Parent or the Surviving Company to the Paying Agent for the benefit of any Securityholder shall be deemed to have been made to such Securityholder by, or on behalf of, Parent and (ii) upon payment of the applicable portion of the Merger Consideration to the Paying Agent in accordance with this Agreement, Parent shall have satisfied its obligation with respect to the payment of such portion of the Merger Consideration and Parent shall not have any obligation to distribute such portion of the Merger Consideration to the Securityholders, provided that Parent shall timely direct the Paying Agent, as required by this Agreement or the Paying Agent Agreement, as applicable, to make payments as required hereunder and thereunder.

(c)

Parent shall be entitled to deduct all applicable Post-Closing Payment Expenses from any Post-Closing Payments that become payable under this Agreement prior to the payment of such Post-Closing Payments.

(a)

The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Statutory Merger Agreement and the other Transaction Documents to which it is (or will be) party and to consummate the Transactions in accordance with the terms of this Agreement, the Statutory Merger Agreement and the other Transaction Documents. The execution and delivery of this Agreement, the Statutory Merger Agreement and the other Transaction Documents to which the Company is (or will be) party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and except for (i) obtaining the Written Consent and (ii) executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement, the Statutory Merger Agreement and the other Transaction Documents to which the Company is (or will be) party or the consummation of the Transactions. This Agreement has been, and each other Transaction Document that the Company is (or will be) party to has been, or will be as of the Effective Time, duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the other Parties hereto or thereto, as applicable, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exceptions”).

(b)

The affirmative votes of the holders of at least seventy-five percent (75%) of the aggregate voting rights of the issued and outstanding Shares entitled to vote thereon is the only vote of the holders of Shares or other Equity Securities necessary to adopt and approve this Agreement under applicable Law and the Company’s Constitutive Documents (the “Requisite Shareholder Approval”), and, under the Bermuda Companies Act and the Company’s Constitutive Documents, the Requisite Shareholder Approval may be given by consent of the holders of Shares in lieu of a meeting.

(c)

The Company Board has, by resolutions duly adopted, (i) determined that the Per Preference Share Merger Consideration constitutes fair value for each Preference Share in accordance with the Bermuda Companies Act, (ii) determined that the Per Common Share Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act, (iii) determined that the terms of this Agreement, the Statutory Merger Agreement and the Transactions are fair to and in the best interests of the Company and its shareholders, (iv) approved and declared advisable the execution, delivery and performance of this Agreement, the Statutory Merger Agreement, the other Transaction Documents and the consummation of the Merger and the other Transactions and (v) resolved to recommend that the Company’s shareholders vote in favor of the adoption and approval of this Agreement, the Statutory Merger Agreement and the Merger. None of the aforesaid resolutions have been subsequently rescinded, modified or withdrawn.

(d)

No restrictions on business combinations or any other “fair price,” “moratorium,” “control share acquisition” or other similar statute or regulation (“Takeover Statutes”) applies or purports to apply to the Company with respect to the Merger, this Agreement or any other Transaction.

(a)

Section 4.4(a) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the Execution Date, of the authorized share capital of the Company and the number and class of Shares issued and outstanding and the beneficial and record holders of such Shares.

(b)

All issued and outstanding Shares of the Company (i) have been duly authorized, validly issued, fully paid and are non-assessable (to the extent applicable as a legal concept) and (ii) have not been issued in violation of (x) any preemptive right, call option, right of first refusal or first offer, subscription right, transfer restrictions or other similar right, (y) any applicable Law (including securities Laws) or applicable Constitutive Documents or (z) any Contract to which the Company is a party or by which it is bound and (iii) as of the Effective Time, will be owned by the Securityholders free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and restrictions under such Subsidiary’s Constitutive Documents). There are no declared and unpaid dividends on any share of capital stock of any of the Company. The Company does not have any bonds, notes, debentures or other debt securities outstanding that have voting rights or are exercisable or convertible into, or exchangeable or redeemable for, or that give any Person a right to subscribe for or acquire, shares of capital stock or any other Equity Securities of the Company. There are no obligations, contingent or otherwise, to repurchase, redeem (or establish a sinking fund with respect to redemption) or otherwise acquire any shares of capital stock or other Equity Securities of the Company. Except for the Shares, the Equity Awards set forth on Section 4.4(c) of the Company Disclosure Schedule or granted in accordance with Section 6.2(b), the Warrants set forth on Section 4.4(f) of the Company Disclosure Schedule, the Existing Top-Up Rights and, as of the Effective Time, the Post-Closing Top-Up Rights, the Company does not have any other Equity Securities that are issued and outstanding. Except as set forth in Section 4.4(b) of the Company Disclosure Schedule, there are no (A) agreements pursuant to which registration rights in Equity Securities of the Company have been granted, (B) shareholder agreements among any current or former shareholders of the Company, (C) Contracts of the Company or, to the Company’s Knowledge, between any of the Securityholders with respect to the voting or transfer of shares of capital stock or any other Equity Securities of the Company, or (D) statutory or contractual preemptive rights or rights of first refusal with respect to Equity Securities of the Company. Pursuant to and in accordance with the Company’s Constitutive Documents, each Preference Share is convertible into one Common Share.

(c)

Section 4.4(c) of the Company Disclosure Schedule sets forth a true and complete list, (to the extent permitted by applicable Law and subject to such anonymization or other redactions as required to comply with applicable Law relating to data protection), as of the Execution Date, of each outstanding Equity Award, including (i) the Equity Award Holder, (ii) the number of Common Shares subject to such Equity Award, (iii) with respect to each Option, the exercise price or purchase price (if applicable), (iv) the grant date, (v) the vesting commencement date, (vi) the vesting schedule (including any acceleration provisions), (vii) whether performance targets have been satisfied, if applicable, (viii) with respect to each Option, and if applicable RSU, the expiration date, (ix) the jurisdiction in which the Equity Award Holder resides, (x) whether any Option is intended to qualify as an “incentive stock option” (as defined in Section 422 of the Code), and (xii) whether early exercise is permitted with respect to any such Option.

(d)

Each Option (i) was duly and validly authorized by the Company Board as of the applicable date of grant, including approval of the exercise price per share of such Option, and (ii) was granted in compliance in all material respects with all applicable Laws and all the terms and conditions of the Company Stock Plan pursuant to which it was issued. No Options have been retroactively granted or the exercise price of any such Option determined retroactively in contravention of applicable Law. Each RSU was granted in compliance in all material respects with all applicable Laws and all the terms and conditions of the Company Stock Plan pursuant to which it was issued. Each Option and RSU may, by its terms, be treated at the Effective Time pursuant to the terms of this Agreement. No Option is exercisable for any class or series of Shares other than Common Shares. Nothing in this clause (d) shall constitute a representation or warranty regarding any matter with respect to Section 409A of the Code, which is addressed exclusively in Section 4.4(e).

(e)

Each Option has an exercise price per Common Share equal to or greater than the fair market value, as determined in accordance with Section 409A of the Code, of a Common Share on the date of such grant and is otherwise exempt from Section 409A of the Code.  None of the Options or RSUs constitute “deferred compensation” subject to Section 409A of the Code. The treatment of the Equity Awards under this Agreement does not violate the terms of the Company Stock Plan or any Contract governing the terms of such awards and will not cause adverse Tax consequences under Section 409A of the Code.

(f)

Section 4.4(f) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the Execution Date, of each outstanding Warrant, including (i) the Warrant Holder, (ii) the number of Common Shares issuable under such Warrant, (iii) with respect to each Warrant, the exercise price, (iv) the issuance date and (v) with respect to each Warrant, the expiration date.

(g)

No claim has been made or, to the Company’s Knowledge, threatened against the Company asserting that any Person other than a Person listed in Section 4.4(a), 4.4(c), 4.4(f) (including, for the avoidance of doubt, any holder of Existing Top-Up Rights or any Person to whom Equity Awards have been issued in accordance with Section 6.2(b)) is the holder or beneficial owner of, or has the right to acquire beneficial ownership of, any Share, or any other voting right or Equity Securities in the Company.

(h)

The Consideration Spreadsheet once delivered pursuant to Section 3.6(b) shall be prepared in accordance with, and shall allocate the Merger Consideration in accordance with, the Company’s Constitutive Documents, applicable Law, this Agreement and, in the case of Equity Awards, the Company Stock Plan and any applicable grant or similar agreement with respect to such Equity Awards (it being understood that the Consideration Spreadsheet shall be based on the estimates contained in the Estimated Closing Date Statement and that such estimates are subject to post-Closing adjustments pursuant to Section 3.10 and that no representations or warranties are made with respect to the accuracy of such estimates). No past or present holder of Equity Securities in the Company shall be entitled to any consideration as a result of the Transactions in respect of Equity Securities in the Company from and after the Closing, except as set forth in the Consideration Spreadsheet or, with respect to any Post-Closing Payment, any Post-Closing Payment Spreadsheet delivered pursuant to the terms of this Agreement.

(a)

The Company Group does not own, and has never owned, any real property or any ownership interest therein. No member of the Company Group is party to an option or other agreement to purchase any real property or ownership interest therein.

(b)

Section 4.5(b) of the Company Disclosure Schedule sets forth a true and complete list as, of the Execution Date, of (i) all material leases, subleases, licenses or occupancy agreements (together with all amendments, guarantees and modifications thereto) pursuant to which any member of the Company Group has a leasehold, subleasehold or license interest in, or otherwise uses or occupies, any real property (the “Company Group Leases”) and (ii) the address of all real property leased, subleased, licensed or occupied pursuant to such Company Group Leases (the “Leased Real Property”). The Leased Real Property constitutes all real property used, necessary for use or held for use, in all material respects, in connection with the operations of the Business as currently conducted. Except as would not reasonably be expected to, individually or in the aggregate, be material to the Company Group, taken as a whole, (i) the Company or one of its Subsidiaries has good and valid leasehold estate in and to the Leased Real Property pursuant to the applicable Company Group Lease, free and clear of all Encumbrances, other than Permitted Encumbrances; (ii) no member of the Company Group is party to any Contract pursuant to which any member of the Company Group grants to any third party the right of use or occupancy of any portion of the Leased Real Property and no Person other than the Company Group member party to the relevant Company Group Lease is in occupancy of any portion of the Leased Real Property thereunder; (iii) none of the Leased Real Property is subject to any pending suit for condemnation, eminent domain or other taking by any Governmental Authority, and, to the Company’s Knowledge, no such condemnation, eminent domain or other taking is threatened in writing; and (iv) no casualty event has occurred with respect to any Leased Real Property the damage from which has not been fully restored.

(c)

All of the tangible assets of the Company Group are in all material respects in good operating condition and repair (giving due account to the age and length of use of same, ordinary wear and tear excepted), and are adequate in all material respects for the uses to which they are being put. The Company Group holds good, valid and enforceable title to each material asset which it purports to own or, in the case of leased assets or assets held under license, a good and valid leasehold or license interest in, each material asset used or held for use by the Company Group, in each case, free and clear of any Encumbrances, other than Permitted Encumbrances; provided that the foregoing shall not constitute a representation or warranty regarding any leasehold interest in the Leased Real Property, which is addressed exclusively in the second sentence of Section 4.5(b).

(d)

The assets, properties, Contracts and rights of the Company Group constitute (i) all of the assets, properties, Contracts and rights sufficient for Parent and its Affiliates to conduct the Business in all material respects as conducted as of the Execution Date and as of immediately prior to the Closing and (ii) all of the assets, properties, Contracts and rights of Rome and its Affiliates used exclusively or primarily, or held for use exclusively or primarily, in the conduct of the Business as conducted as of the Execution Date and as of immediately prior to the Closing; provided that the foregoing shall not constitute a representation or warranty regarding the infringement, misappropriation or other violation of any Intellectual Property of any Person, which is addressed exclusively in Section 4.17(d) and Section 4.17(e).

(a)

No notices to, consents or approvals of, waivers, permits, Orders or authorizations from or filings, declarations or registrations with, any Governmental Authority are required to be made, obtained or given by any member of the Company Group in connection with the execution, delivery or performance by the Company of this Agreement and the other Transaction Documents or the consummation of the Transactions, except for (i) as required under the HSR Act, the Securities Act or the Exchange Act, (ii) executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act and (iii) any such notice, consent, approval, waiver, permit, Order, authorization, filing, declaration or registration, the failure of which to make or obtain would not (x) reasonably be expected to, individually or in the aggregate, be material to the Company Group, taken as a whole, or (y) reasonably be expected to prevent or materially delay the ability of the Company to consummate the Transactions.

(b)

Subject to the making of the notices, filings, declarations and registrations and receipt of the consents, approvals, waivers, permits, Orders and authorizations and the expiration of any related waiting periods referred to in Section 4.6(a), the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is party and the consummation of the Transactions do not and will not (i) conflict with, result in a breach or violation of, or a default under (with or without the giving of notice or the passage of time or both), or right of termination, acceleration, suspension, revocation, cancellation or amendment in respect of, or result in the payment of any fee under, or other change in material right or obligation or the loss of any material benefit to which any member of the Company Group is entitled under, or give rise to any Encumbrance (other than Permitted Encumbrances) under any (A) applicable Law, Order or Governmental Authorization, (B) Material Contract, or (C) Company Permit, except in the foregoing clauses (A), (B) and (C), as would not (x) reasonably be expected to, individually or in the aggregate, be material to the Company Group, taken as a whole, or (y) reasonably be expected to prevent or materially delay the ability of the Company to consummate the Transactions or (ii) conflict with or result in a breach or violation of, or a default under, the Constitutive Documents of the Company or any of its Subsidiaries.

(a)

Section 4.7(a) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the Execution Date, of the following Contracts to which any member of the Company Group is party or by which it or any of its assets or properties is bound (including, in each case, all amendments, exhibits, purchase orders (with respect to the Compound or the Product), extensions and supplements thereto as of the Execution Date) (collectively, together with any Contract entered into after the Execution Date but would be required to be identified on Section 4.7(a) of the Company Disclosure Schedule if such Contract was in effect as of the Execution Date, the “Material Contracts”) (it being understood, for the avoidance of doubt, that this Section 4.7 shall not require the disclosure of, and Material Contracts shall not be deemed to include, (A) any Benefit Plans or (B) any Contract that is no longer in effect or that contains any of the provisions or obligations set forth below, but which provisions or obligations have terminated or expired in accordance with their terms and for which there is no continuing liability):

(i)

any Contract containing covenants requiring a member of the Company Group to indemnify or hold harmless any Person, other than indemnification provisions in contract manufacturing agreements, contract research agreements, clinical trial agreements and other services agreements, material transfer agreements or other commercial or vendor Contracts, in each case, entered into in the Ordinary Course;

(ii)

any Contract containing covenants requiring the Company Group not to (A) compete or otherwise conduct activities in any line of business or geographical area (including the development, use, assertion or enforcement of any Intellectual Property in connection therewith), in each case, during any period of time after the Effective Time or (B) solicit any customer of any Person or solicit or hire any employee, consultant or independent contractor of any Person; provided that this clause (B) shall not apply to non-solicitation and no-hire provisions contained in non-disclosure agreements entered into in the Ordinary Course;

(iii)

any Contract that contains exclusivity obligations, most favored nation obligations, “take or pay” or minimum purchase requirements, or other obligations which otherwise materially limit the freedom or right of any member of the Company Group to Commercialize, Manufacture, Develop or otherwise exploit any products or services for any other Person;

(iv)

any Contract relating to (A) a joint venture, strategic alliance or partnership or similar agreement or arrangement or (B) material Development, Commercialization or Manufacturing services for the Compound, DMVT-506 or the Product, and, in the case of this clause (B), with a value in excess of $1,000,000;

(v)

any Contract providing for any (A) incurrence, assumption or guarantee of any Indebtedness (other than clauses (h) and (i) of the definition thereof) in excess of $100,000; (B) interest rate, derivatives or hedging transactions; (C) any Encumbrance (other than a Permitted Encumbrance) on any material asset of any member of the Company Group; or (D) material loan (other than trade credit extended in the Ordinary Course) or material advance (other than travel, entertainment and other normal business expense advances to employees, directors and managers in the Ordinary Course) by the Company Group to, or material investment in, any Person;

(vi)

any Contract (A) involving aggregate outstanding payment obligations by or to a Person with a value in excess of $2,000,000 in any consecutive 12-month period or (B) with any Top Customer and Supplier;

(vii)

any Contract relating to the acquisition or disposition of any product line or business or significant portion of assets, properties or business of any member of the Company Group, or any merger, consolidation or similar business combination transaction involving any member of the Company Group;

(viii)

any Contract relating to the settlement, conciliation or similar agreement with any Governmental Authority or other Person (A) that provides for payments in excess of $250,000, (B) that provides for any continuing material non-monetary obligations on the part of the Company Group or the Company Group Employees (or after the Closing, Parent and its Affiliates) or (C) that includes any admission of criminal or material wrongdoing by the Company Group;

(ix)

any Contract containing any capital commitment on behalf of a member of the Company Group or otherwise requiring any member of the Company Group to make any capital expenditure in an amount in excess of $2,000,000;

(x)

any Contract (A) granting any Person any right of first refusal, right of first negotiation, option to purchase, option to license, put right or any other similar rights with respect to the Equity Securities, assets, products or Intellectual Property of the Company Group or (B) under which the Company Group is lessor of or permits any third party to hold or operate any tangible property of the Company Group (other than, for the avoidance of doubt, Company Group Leases), except in the case of this clause (B) for any Contract under which the aggregate annual rental payments do not exceed $500,000;

(xi)

any Contract that prohibits or restricts the declaration or payment of dividends or distributions in respect of Equity Securities of any member of the Company Group, the pledging of Equity Securities of any member of the Company Group or the issuance of any guaranty by any member of the Company Group;

(xii)

any Contract between a member of the Company Group, on the one hand, and any Related Party, on the other hand;

(xiii)

any Contract which imposes an obligation on any member of the Company Group with respect to an “earn out,” contingent purchase price, milestone payment, royalty payment or similar contingent payment obligation, including based on the Development, Manufacture or Commercialization of the Compound, DMVT-506 or the Product;

(xiv)

any Contract (including funding agreements) between (A) any member of the Company Group and any Governmental Authority, university or other academic institution or (B) any member of the Company Group and any Third Party that is a subcontract under a Contract between such Third Party and any Governmental Authority, university or other academic institution, in each case, relating to the Compound, DMVT-506 or the Product;

(xv)

any Company Group Lease;

(xvi)

any Contract by which the Company Group (A) has granted to Rome or any of its Affiliates (other than the Company Group) or a third party a license or sublicense or option to, or otherwise authorizes a third party to use, or has granted a covenant not to sue or grants an immunity from suit with respect to, any Company Intellectual Property or (B) is granted a license or sublicense or option to, or is otherwise authorized to use or is granted a covenant not to sue or immunity from suit with respect to, any Intellectual Property, in each case ((A) and (B)) other than (1) Contracts for any commercially available, off the-shelf software products or services, (2) licenses granted pursuant to materials transfer agreements, sponsored research agreements, confidentiality or nondisclosure agreements, or non-material services agreements, or non-exclusive licenses or other rights granted by the Company Group pursuant to any fee-for-service agreements in connection with the provision of services to the Company Group, in each case, entered into the Ordinary Course, (3) agreements between the Company Group and its employees, independent contractors or consultants on the Company Group’s standard forms thereof, which have been made available to Parent and (4) Contracts containing a non-exclusive license or other grant of rights to the Company Group to use third party Intellectual Property, where such license or other grant is incidental to the primary purpose of such Contract (clauses (1) through (4), collectively, “Incidental Contracts”); or

(xvii)

any Contract pursuant to which ownership of any Intellectual Property is or has been sold, transferred or assigned to Rome or any of its Affiliates (other than the Company Group) or a third party by a member of the Company Group or vice versa (other than Contracts (i) between a member of the Company Group and one of its employees, independent contractors or consultants (on the Company Group’s standard forms thereof, which have been made available to Parent) conveying any ownership rights to any such Intellectual Property from such employees, independent contractors or consultants to a member of the Company Group or (ii) that effectuated the assignment of any Intellectual Property in connection with any Contract referenced in Section 4.7(a)(vii)).

(b)

The Company has made available to Parent correct and complete copies, as of the Execution Date, of each Material Contract, including all amendments or modifications thereto, in each case, subject to redactions for competitively sensitive information (which has been made available on an outside counsel basis). (i) Each Material Contract is in full force and effect, provided that enforceability subject to the Bankruptcy and Equity Exceptions, (ii) all of the Material Contracts are valid, binding and enforceable against the relevant member of the Company Group and, to the Company’s Knowledge, the other party(ies) thereto, in accordance with their terms except as enforcement may be limited by the Bankruptcy and Equity Exceptions, (iii) no member of the Company Group is in material breach or material default under any Material Contract to which it is party, (iv) to the Company’s Knowledge, no other party is in material breach or material default under such Material Contracts, and (v) as of the Execution Date, no written, or, to the Company’s Knowledge, oral notice of any claim of material breach, material violation, material default or termination under a Material Contract has been received by any member of the Company Group.

(a)

Since the Most Recent Balance Sheet Date, (i) through the Execution Date, except in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Documents and the Transactions or the process by which the Company or its Representatives solicited, discussed or negotiated strategic alternatives with respect to the sale of the Company Group, the Company Group has conducted its business in the Ordinary Course in all material respects and (ii) through the Execution Date, there has not been any action taken by the Company Group that would have required Parent’s consent pursuant to Sections 6.2(e), 6.2(f),  6.2(g), 6.2(h), 6.2(i), 6.2(j), 6.2(k), 6.2(n), 6.2(t), 6.2(u), 6.2(w), 6.2(x), 6.2(y) or 6.2(z) or (to the extent related to the foregoing) 6.2(aa) had such action occurred after the Execution Date and prior to the Closing. Since the Execution Date through the Closing Date, there has not been any action taken by the Company Group that would constitute a breach of Section 6.1 or Section 6.2 in any material respect.

(b)

Since the Most Recent Balance Sheet Date, there has been no Company Material Adverse Effect.

(a)

Each member of the Company Group has timely filed all income Tax Returns and all material Tax Returns that it was required to file, and all such Tax Returns were true, correct and complete in all material respects. Each member of the Company Group has paid on a timely basis all income Taxes and all material Taxes due or payable by or with respect to it, whether or not shown on any Tax Return.

(b)

No material examination or audit of any member of the Company Group by any Tax Authority is currently in progress or, to the Company’s Knowledge, threatened in writing, and no deficiencies for a material amount of Taxes or other assessments relating to a material amount of Taxes have been claimed, proposed, or assessed in each case in writing against any member of the Company Group.

(c)

No member of the Company Group has been informed in writing by any jurisdiction that the jurisdiction believes that any member of the Company Group was required to file any material Tax Return that was not filed or that any member of the Company Group is or may be subject to taxation in that jurisdiction in each case which has not been subsequently resolved.

(d)

No member of the Company Group is the beneficiary of any extension of time within which to file any material Tax Return which extension is still in effect other than any such extension obtained in the Ordinary Course. No member of the Company Group has been granted any extension or waiver of the limitation period applicable to the collection or assessment of a material amount of Taxes which extension or waiver is still in effect.

(e)

There are no material Encumbrances with respect to Taxes upon any of the assets or properties of any member of the Company Group, other than Permitted Encumbrances.

(f)

No member of the Company Group has distributed to its shareholders or securityholders shares or securities of a controlled corporation, nor have shares or securities of any member of the Company Group been distributed, in a transaction to which Section 355 of the Code applies in the two (2) years prior to the Execution Date.

(g)

No member of the Company Group has engaged in a “listed transaction” as set forth in Treasury Regulation Section 1.6011-4(b)(2).

(h)

All material Taxes required by Law to be withheld or collected by each member of the Company Group has been duly withheld or collected and, to the extent required, have been timely paid to the proper Governmental Authority.

(i)

No member of the Company Group has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(j)

No member of the Company Group is a party to or bound by any Tax allocation or sharing agreement.

(k)

No member of the Company Group (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was a member of the Company Group) or (B) has any Liability for the Taxes of any person (other than a member of the Company Group) under Reg. §1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise.

(l)

No member of the Company Group will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of any:

(ii)

use of an improper method of accounting for a taxable period ending on or prior to the Closing Date;

(iii)

‘‘closing agreement’’ as described in Code §7121 (or any corresponding or similar provision of state, local, or non-U.S. income Tax law) executed on or prior to the Closing Date;

(iv)

installment sale or open transaction disposition made on or prior to the Closing Date; or

(v)

prepaid amount received on or prior to the Closing Date.

(m)

No member of the Company Group has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized.

(n)

No member of the Company Group organized under the laws of Switzerland underlies any restriction as a result of a blocking period having been imposed in connection with a tax neutral reorganization.

(o)

No member of the Company Group organized under the laws of Switzerland has either distributed any hidden dividend, or distributed or granted any other benefit to a Securityholder or any Related Party which could lead to the imposition of any material withholding tax on dividends or constructive dividends.

(a)

Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, the Company Group (i) is and, since the Lookback Date, has been, in compliance with all Environmental Laws, and (ii) since the Lookback Date, has not received any communication (written or oral) from a Governmental Authority that alleges that any member of the Company Group is not in compliance with, or has liability under, any Environmental Laws, except for any such communication that has been resolved in all material respects.

(b)

Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, there is no Environmental Claim pending or, to the Company’s Knowledge, threatened against any member of the Company Group or against any Person whose liability for any Environmental Claim the Company has retained, assumed, undertaken or otherwise become subject to, either contractually or by operation of Law.

(c)

Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, no member of the Company Group has assumed by Contract, Order or by operation of Law any liability of any other Person under any Environmental Law (including any obligation to remediate any Release of any Materials of Environmental Concern).

(d)

Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, there are no past or present actions, activities, circumstances, conditions, events or incidents, by any member of the Company Group or otherwise, including the Release, presence, generation, manufacture, treatment, storage, transport, distribution, marketing, sale, disposal or arrangement for disposal of, exposure of any Person to, or ownership or operation of any property or facility contaminated by, any Materials of Environmental Concern, in each case in a quantity or concentration that would reasonably be expected to (i) form the basis of any Environmental Claim against any member of the Company Group or against any Person whose liability for any Environmental Claim the Company Group has retained, assumed, undertaken or otherwise become subject to, either contractually or by operation of Law, or (ii) otherwise result in any obligations, costs or liabilities under Environmental Law.

(e)

The Company has made available to Parent true and complete copies of material studies, audits, assessments or memoranda prepared since January 1, 2019 regarding the Company Group’s current and former operations and their compliance with or liabilities arising under applicable Environmental Laws or the environmental condition of any properties currently or formerly owned or leased by any member of the Company Group, that are in the possession or under the reasonable control of the Company Group as of the Execution Date.

(a)

Section 4.13(a) of the Company Disclosure Schedule sets forth a correct and complete list, as of the Execution Date, of each material Benefit Plan. Section 4.13(a) of the Company Disclosure Schedule separately designates each such material Benefit Plan that is maintained or sponsored by any member of the Company Group (each Benefit Plan that is maintained or sponsored by any member of the Company Group, but for the avoidance of doubt excluding any PEO Benefit Plans, a “Company Benefit Plan”), and separately designates each such material Benefit Plan that is maintained, sponsored, or provided by a professional employer organization (“PEO”, and each Benefit Plan maintained, sponsored or provided by a professional employer organization, a “PEO Benefit Plan”). A “Benefit Plan” is each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), whether or not subject to ERISA, and any bonus, retention, change in control, deferred compensation, incentive compensation, commission, equity purchase, option, restricted equity, equity appreciation, phantom equity or other equity or equity-related, severance or termination pay, employment, consulting, hospitalization, medical, life, disability, supplemental unemployment benefits, paid time off, leave, profit-sharing, pension, retirement plan, program, policy or arrangement, or other benefit or compensation plan, program, policy or arrangement, in each case that is (i) maintained, sponsored, contributed to or required to be contributed to by any member of the Company Group or any of its Affiliates with respect to or in consideration for any Company Group Employee’s services provided to the Company Group, (ii) with respect to which the Company Group has or could have any direct or indirect liability or obligation, whether actual or contingent, or (iii) providing any present or future right to benefits to any Company Group Employee (or their respective beneficiaries) or any director, leased employee, independent contractor, consultant, or agent (or their respective beneficiaries) of the Company Group, with respect to or in consideration for any Company Group Employee’s services provided to the Company Group .

(b)

With respect to each material Benefit Plan, the Company has made available to Parent complete and correct copies of the plan document, including any amendments, or a written summary of any unwritten Benefit Plan (provided, however, that, in the case of a Company Benefit Plan that is entered into by the Company or a member of the Company Group with employees or contractors on an individual basis and is consistent with a standard form, the Company has made available to Parent such standard form(s) and all individual agreements that materially deviate from such form(s), instead of such Benefit Plan or written summary), and with respect to each Company Benefit Plan, (i) the most recent summary plan description (and any summaries of material modifications thereto), (ii) the most recent IRS determination or opinion letter, (iii) the three (3) most recent annual report (Form 5500 series, with all applicable attachments), (iv) the three (3) most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests), (v) the most recent actuarial report or other financial statement, (vi) copies of any non-routine correspondence with any Governmental Authority, and (vii) material contracts including trust agreements, insurance contracts, and administrative services agreements.

(c)

Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, each Company Benefit Plan (and any related trust or other funding vehicle) has been established, maintained, and administered, in compliance with applicable Law, including ERISA and the Code, and with the terms of such Company Benefit Plan. All contributions or other amounts payable by the Company Group with respect thereto in respect of current or prior Company Benefit Plan years have been paid or accrued in accordance with GAAP in all material respects. Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, there is no, and since the Lookback Date, there has been no Action pending or, to the Company’s Knowledge, threatened with respect to any Company Benefit Plan (other than routine claims for benefits payable in the Ordinary Course and appeals of such claims).

(d)

Each Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS, or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and to the Company’s Knowledge, no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter or opinion letter.

(e)

No Benefit Plan is and no member of the Company Group or any ERISA Affiliate of any member of the Company Group maintains, sponsors, contributes to or is required to contribute to (or has, within the past six (6) years, maintained, sponsored, contributed to, or been required to contribute to) or otherwise has any current or contingent liability or obligation under or with respect to, in each case, (i) a “defined benefit plan” as defined in Section 3(35) of ERISA or any other plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 of the Code, (ii) a “multiemployer plan” within the meaning of Section 3(37) of ERISA, (iii) a “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA or (v) post-retirement or post-termination health or life insurance or other similar benefits (other than health continuation coverage required by Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code (“COBRA”) for which the covered Person pays the full cost of coverage).

(f)

To the Company’s Knowledge, no member of the Company Group nor any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transactions since the Lookback Date in connection with any Company Benefit Plan that would reasonably be expected to result in the imposition of any Tax, fine, lien, penalty or other liability imposed by ERISA or the Code, including a penalty pursuant to Section 502 of ERISA, damages pursuant to Section 409 of ERISA or a Tax pursuant to Section 4975 or 4976 of the Code. Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, to the Company’s Knowledge, no non-exempt prohibited transaction, within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred since the Lookback Date with respect to any Benefit Plan.

(g)

Neither the Company nor any member of the Company Group has any obligation to provide any material gross-up or reimbursement of any Tax or related interest or penalties imposed on any Company Group Employee under applicable Law, including Sections 409A and 4999 of the Code.

(h)

Each Company Benefit Plan which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) has been operated and administered in all material respects since the Lookback Date in compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code.

(i)

None of the execution and delivery of this Agreement nor the Merger (either alone or in combination with any other event), directly or indirectly, could (i) result in any payment becoming due to any current or former Company Group Employee or any other person who provides or has provided services to the Company or a member of the Company Group (each a “Company Service Provider”), (ii) increase any payments or benefits under any Benefit Plan or otherwise payable to any current or former Company Group Employee or Company Service Provider, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit, or the forgiveness of any loan, under any Benefit Plan or otherwise with respect to any current or former Company Group Employee or Company Service Provider, (iv) give rise to any payment or benefit that could be an “excess parachute payment” as defined in Section 280G of the Code or the imposition of any excise Tax under Section 4999 of the Code, or (v) result in the triggering or imposition of any material restrictions or limitations on the right of the Company or any member of the Company Group to amend or terminate any Company Benefit Plan, or require the Company or any member of the Company Group to set aside any assets to fund any benefits under any Company Benefit Plan or trigger any funding of any material compensation or benefits payable to current or former Company Group Employees or Company Service Providers.

(j)

Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, all Non-U.S. Company Benefit Plans comply in form and operation with applicable local Law; if any such Non-U.S. Company Benefit Plan is intended to qualify for special Tax treatment, such Non-U.S. Company Benefit Plan meets all requirements for such treatment; and all such plans that are intended to be funded or book-reserved are fully funded or book-reserved, as appropriate, based upon reasonable actuarial assumptions, including the Company’s liabilities towards Company Group Employees who reside in Switzerland with respect to severance pay, accrued vacation and contributions to such Non-U.S. Company Benefit Plans.

(k)

True, correct and complete copies of (i) the Company Stock Plan, (ii) the forms of standard award agreement thereunder, and (iii) copies of any award agreements that materially deviate from such forms have been furnished to Parent, and such plans, forms and agreements have not been amended, modified or supplemented since being made available or provided to Parent, and there are no Contracts or understandings to amend, modify or supplement such plans, forms or agreements in any case from those furnished to Parent.

(l)

No member of the Company Group has or could not reasonably be expected to have any liability for Taxes under Sections 4975 through 4980 or Section 4980B through 4980I of the Code. Either the Company or a member of the Company Group maintains a health plan that satisfies the requirements for “minimum essential coverage” under Section 4980H(a) of the Code (as applicable to “applicable large employers” within the meaning of Section 4980H(a) of the Code, without regard to whether the Company or any member of the Company Group is an “applicable large employer”), which minimum essential coverage satisfies an affordability safe harbor under Treasury Regulation Section 54.4980H-1(a)(28), and the Company or a member of the Company Group has offered such minimum essential coverage to all “full-time employees” of the members of the Company Group (within the meaning of Section 4980H of the Code) and their dependents.

(m)

No Company Benefit Plan is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code.

(a)

Section 4.16(a) of the Company Disclosure Schedule sets forth a correct and complete list (to the extent permitted by applicable Law and subject to such anonymization or other redactions as required to comply with applicable Laws relating to data protection), as of the Execution Date, of (A) each Company Group Employee and (B) each individual contractor engaged by the Company or a member of the Company Group, excluding HCPs who have entered into one of the sixteen (16) form health care service provider agreements listed in Section 4.13(a) of the Company Disclosure Schedule, and, to the extent applicable, for each their: (i) name and employee ID; (ii) job title; (iii) primary work location (city, state or province (where applicable), and country); (iv) hourly wage rate, annual base salary, or other base rate of compensation; (v) incentive compensation opportunity including commissions and bonuses; (vi) exempt or non-exempt status (for U.S. employees) under applicable wage and hour Laws; (vii) Union status (if any); (viii) active or inactive status (and as applicable, type of leave and anticipated return date); (ix) full-time or part-time status; (x) paid-time off accrued as of the last payroll period prior to the Execution Date; (xi) visa status and type; (xii) date of hire and (xiii) employing entity.

(b)

No member of the Company Group is a party to, bound by, negotiating or obligated to negotiate any collective bargaining agreement, understanding or other labor-related Contract with a union, works council, employee association, labor organization or other employee representative (each, a “Labor Agreement”), and no Company Group Employee is represented by any union, labor organization, works council, employee representative or group of employees (each, a “Union”) with respect to their employment. The Company Group is not required to notify, consult with, negotiate with, obtain consent from or bargain with any Union relating to the transactions contemplated by this Agreement. To the Company’s Knowledge, there have been no material labor organizing efforts or activities with respect to any current or former employee of any member of the Company Group. Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, there has been no actual or, to the Company’s Knowledge, threatened unfair labor practice charges, material labor grievances, labor arbitrations, labor strikes, lockouts, concerted work stoppages, slowdowns, picketing, hand billing or other labor disputes or disruptions related to the Company Group involving current or former employees of the Company Group. No Union has made a demand for recognition or certification, and there are no, and since the Lookback Date, there have been no representation or certification proceedings or petitions seeking a representation proceeding pending or, to the Company’s Knowledge, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority.

(c)

Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, the Company Group is and has been in compliance in with (i) all applicable Laws respecting labor, employment and/or employment practices, including Laws regarding terms and conditions of employment, hiring, background checks, classification of exempt employees, classification of independent contractors and other non-employee workers, collective bargaining, disability rights or benefits, accommodations, privacy, identity and employment eligibility verification, immigration, authorization to work, occupational health and safety, child labor, reductions in force, plant closings, mass layoffs, termination of employment, wages, compensation, hours, benefits, working time, overtime, meal and rest breaks, harassment, employment discrimination, retaliation, pay equity, equal opportunity, pay transparency, affirmative action, record retention, notice, leaves of absence, workers’ compensation, unemployment compensation, and/or the collection and payment of withholding or payroll Taxes and similar Taxes, and (ii) all obligations of the Company Group under any employment agreement, consulting agreement, severance agreement, Labor Agreement or any other employment or labor-related agreement or Contract. Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, each member of the Company Group has obtained the required work permits for its employees, if applicable, and such work permits are valid and effective at the Execution Date.

(d)

Each Company Group Employee has executed a form nondisclosure and invention assignment agreement.

(e)

Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, there are no, and since the Lookback Date, there has been no Action pending or, to the Company’s Knowledge, threatened against the Company Group relating to any current or former applicants, employees, independent contractors or other non-employee workers.

(f)

As of the Execution Date, (i) to the Company’s Knowledge, no Company Group Employee at the rank of Vice President or above intends to terminate his or her employment with the Company or any member of the Company Group and (ii) no Company Group Employee below the rank of Vice President has informed any member of the Company Group in writing that such Company Group Employee intends to terminate his or her employment with the Company or any member of the Company Group.

(g)

Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, no Order imposes continuing obligations or otherwise limits, interferes, conflicts or affects the ability of the Company Group to manage its employees, service providers or job applicants.

(h)

The Company and each member of the Company Group have, or will have no later than the Closing Date, paid all material accrued salaries, bonuses, commissions, wages, severance and accrued vacation pay of the Company Group Employees due to be paid through the Closing Date.

(i)

Since the Lookback Date, the Company Group has not implemented or effectuated a “mass layoff” or “plant closing” as defined under the Worker Adjustment and Retraining Notification Act of 1988 or any similar equivalent non-U.S. or state Law (each, a “WARN Act”) or other action that triggered obligations under an applicable WARN Act. In the past six months the Company Group has not involuntarily reduced the hours of any Company Group Employee or placed any employees on furlough or layoffs, and in the past ninety days the Company Group has not implemented or effectuated any “employment loss” (as that term is defined under WARN).

(j)

Since the Lookback Date, (i) to the Company’s Knowledge, no allegations of sexual harassment, sexual assault, sexual misconduct or discriminatory harassment have been made or threatened by or against any current or former officer, director or executive of the Company Group and (ii) the Company Group has not entered into any settlement agreement related to allegations or claims of sexual harassment, sexual assault, sexual misconduct or discriminatory harassment by any current or former officer, director or executive of the Company Group.

(k)

Neither the Company nor any other member of the Company Group (i) has any temporary employees or leased employees (including “leased employees” within the meaning of Section 414(n) of the Code) or (ii) uses the services of any staffing agency or PEO.

(l)

As of the Execution Date, to the Company’s Knowledge, no Company Group Employee at or above the rank of Vice President: (i) has received an offer to join a business that may be competitive with the Company; or (ii) is in violation of any term of his/her respective employment agreement, invention assignment agreement, patent disclosure agreement, non-solicitation agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any member of the Company Group.

(m)

To the Company’s Knowledge, each Company Group Employee who predominantly performs services in the United States is (i) a U.S. citizen or lawful permanent resident of the United States or (ii) an alien authorized to work in the United States either specifically for a member of the Company Group or for any U.S. employer. A member of the Company Group has completed a Form I-9 (Employment Eligibility Verification) for each employee of the Company Group, and each such Form I-9 has since been updated as required by applicable Law and is correct and complete in all material respects as of the date hereof. To the Company’s Knowledge, no Company Group Employee has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United States.

(n)

Section 4.16(n) of the Company Disclosure Schedule sets forth each open employment position that the Company is actively trying to fill as of the Execution Date and for each open position the: (i) job title and (ii) budgeted base salary.

(a)

Section 4.17(a) of the Company Disclosure Schedule sets forth a true, complete and accurate list, as of the Execution Date, of all (i) Patents issued by or filed with any Governmental Authority, (ii) applications for registration or registered Trademarks, (iii) any material unregistered Trademarks used on the label or packaging for the Product, (iv) applications for registration or registered Copyrights and (v) internet domain name registrations, websites and social media handles, in each case, owned or purported to be owned (whether solely or jointly with others) or licensed or sublicensed by any member of the Company Group, specifying as to each such item, as applicable (A) the owner(s) (and if different, the record owner(s)) of the item, (B) the jurisdictions in which the item is issued or registered or in which any application for issuance or registration has been filed and, in the case of domain names, the registrar therefor, (C) the respective issuance, registration, and application number(s) of the item, and (D) the date(s) of application and issuance or registration of the item and, in the case of any domain name registration, the renewal/expiration date.

(b)

(i) Each of the Patents that is Registered Company Intellectual Property, that is Owned Company Intellectual Property and that is material to the Business as currently operated and conducted, and (ii) to the Company’s Knowledge, each of the Patents that is Registered Company Intellectual Property, that is Non-Owned Company Intellectual Property and that is material to the Business as currently operated and conducted, in each case ((i) and (ii)), properly identifies each inventor of the claims thereof as determined in accordance with the applicable Law of the jurisdiction in which such Patent is issued or is pending, or, in the case of abandoned Patents, was pending.

(c)

The Owned Company Intellectual Property and the Intellectual Property licensed or sublicensed to the Company Group pursuant to a Contract listed in Section 4.7(a)(xvi)(B) of the Company Disclosure Schedule constitutes all of the Intellectual Property that is material and necessary to operate and conduct the Business as the Business is currently operated and conducted and, to the Company’s Knowledge, as the Business is currently contemplated by the Company Group to be operated and conducted; provided, that the foregoing shall not constitute a representation or warranty regarding the infringement, misappropriation or other violation of any Intellectual Property of any Person, which is addressed exclusively in Section 4.17(d) and Section 4.17(e). Neither Rome nor any of its Affiliates (excluding the Company Group) or any other Related Party own or have rights in any Intellectual Property (y) that is material and necessary to operate and conduct the Business as the Business is currently operated and conducted and, to the Company’s Knowledge, as the Business is currently contemplated by the Company Group to be operated and conducted or (z) that is material to the Commercialization of the Product.

(d)

(i) To the Company’s Knowledge, the Commercialization of the Product in the United States does not, and, since the Lookback Date, has not infringed any valid Patents of any Person, (ii) since the Lookback Date, no member of the Company Group has filed or threatened in writing (including any writing consisting of an unsolicited written offer to license any of the Company Group’s Intellectual Property or a request for indemnification) any material claims alleging that a Third Party has infringed, misappropriated or otherwise violated any Company Intellectual Property, (iii) to the Company’s Knowledge, since the Lookback Date, no Third Party has infringed, misappropriated, or otherwise violated any Company Intellectual Property, (iv) since the Lookback Date, no Third Party has filed or threatened in writing (including any writing consisting of an unsolicited written offer to license such Third Party’s Intellectual Property or a request for indemnification) any material claims alleging that any member of the Company Group has infringed, misappropriated or otherwise violated any Person’s Intellectual Property rights and (v) no such claims, cases, or threats are currently pending and, to the Company’s Knowledge, there are no facts or circumstances that could give rise to any such claims, cases or threats.

(e)

(i) None of the material Owned Company Intellectual Property has been (since the Lookback Date) or currently is the subject of any Action; (ii) to the Company’s Knowledge, none of the material Non-Owned Company Intellectual Property has been (since the Lookback Date) or currently is the subject of any Action; and (iii) to the Company’s Knowledge, none of the material Owned Company Intellectual Property and none of the material Non-Owned Company Intellectual Property has been (since the Lookback Date) or currently is the subject of any threatened Action.  No material Owned Company Intellectual Property and, to the Company’s Knowledge, no material Non-Owned Company Intellectual Property has been (since the Lookback Date) or currently is the subject of any Order (x) restricting the rights of any member of the Company Group in, to and under such Company Intellectual Property, (y) adversely affecting the validity, enforceability, use, right to use, ownership, registration, right to register, priority, duration, scope or effectiveness of any such Company Intellectual Property or (z) triggering any additional payment obligations with respect to any such Company Intellectual Property.

(f)

All right, title and interest in and to all of the material Owned Company Intellectual Property are owned solely by a member of the Company Group and, to the Company’s Knowledge, all right, title and interest in and to all of the material Non-Owned Company Intellectual Property are owned solely or jointly by the Company Group’s licensor or such licensor’s licensor, in each case, free and clear of all Encumbrances (except for Permitted Encumbrances).  With respect to each item of Registered Company Intellectual Property that is material Owned Company Intellectual Property or that is material Non-Owned Company Intellectual Property, (i) each such item is not the subject of any reexamination proceeding, inter partes review proceeding, post grant review proceeding, opposition, or any other proceeding or dispute challenging their scope, ownership, registration, right to register, duration, priority, inventorship, enforceability or validity, (ii) no written notice from any Third Party challenging their scope, registration, right to register, duration, validity, priority, inventorship, enforceability or ownership thereof has been received by the Company Group since the Lookback Date, (iii) no opposition, extension of time to oppose, interference, rejection, or refusal to register has been pending, filed or issued since the Lookback Date in connection with any application to register any such item, (iv) except with respect to Patents, each such item is subsisting, in full force and effect, valid and enforceable and, with respect to Patents, each such item is subsisting, in full force and effect and enforceable, and, to the Company’s Knowledge, valid, (v) the Company Group has complied with its duty of candor and disclosure in all material respects and has made no material misrepresentations in the filings submitted by it to any applicable Governmental Authority with respect to all such Patents; and (vi) the ownership of the entire right, title and interest therein is recorded with the applicable Governmental Authority solely in the name of the Company Group (or, to the Company’s Knowledge, solely or jointly in the name of the Company Group’s licensor or such licensor’s licensor in the case of Non-Owned Company Intellectual Property), or the Company Group (or, to the Company’s Knowledge, the Company Group’s licensor or such licensor’s licensor in the case of Non-Owned Company Intellectual Property) is the applicant of record with respect thereto. All fees, Taxes, annuities and other payments associated with filing, prosecuting, issuing, recording, registering or maintaining any Registered Company Intellectual Property that is material Owned Company Intellectual Property or that is material Non-Owned Company Intellectual Property that are due prior to the Execution Date have been paid in full in a timely manner to the proper Governmental Authority.

(g)

No member of the Company Group is party to any Contract currently in force granting another Person (other than another Company Group member), or permitting another Person (other than another Company Group member) to retain, with respect to any (i) material Owned Company Intellectual Property or (ii) material Company Intellectual Property that is exclusively licensed to any member of the Company Group, the first right, as between such other Person and the applicable member of the Company Group, (1) to bring any infringement, misappropriation or other enforcement action with respect to any such Company Intellectual Property; (2) to defend any claim of infringement, misappropriation or other violation arising from the use or practice or other exploitation of any such Company Intellectual Property (or pursuant to which the Company Group expressly agrees to indemnify any Person against any such claim) or (3) to control the prosecution or maintenance of any such Company Intellectual Property.

(h)

(i) All current and former officers (or equivalents) and employees of the Company Group who have access to any trade secrets or other material confidential and non-public information of the Company Group or who have conceived of or reduced to practice any Intellectual Property for or on behalf of the Company Group that is material to the Business as currently conducted have executed and delivered to the Company Group a binding and enforceable written agreement which includes customary confidentiality terms and restrictions on use sufficient to protect the proprietary interest of the Company Group with respect to any such trade secrets or other material confidential and non-public information to which such Person may be provided access and which provides for the present assignment to a member of the Company Group of all such Persons’ rights, title and interest in and to any Intellectual Property made in the course of services performed for the Company Group by such Persons; (ii) all current and former consultants and independent contractors to the Company Group who have access to any material confidential and non-public information of the Company Group or who have conceived of or reduced to practice any material Intellectual Property for or on behalf of the Company Group have executed and delivered to the Company Group a binding and enforceable written agreement which includes customary confidentiality terms and restrictions on use sufficient to protect the proprietary interest of the Company Group with respect to any such confidential and non-public information to which such Person may be provided access and which provides for the present assignment to a member of the Company Group of all such Persons’ rights, title and interest in and to any Intellectual Property made in the course of services performed for the Company Group by such Persons; (iii) to the Company’s Knowledge, no current or former officer (or equivalent), employee, consultant or independent contractor of the Company Group is in violation of any term of any such confidentiality agreement or assignment agreement between such individual or other Person and the Company Group; and (iv) to the Company’s Knowledge, the Company Group has complied with all applicable procedures (y) mandated by applicable Law relating to assignments by any officer (or equivalent), employee, consultant or independent contractor of the Company Group with respect to any Intellectual Property made in the course of services performed by any such Person for the Company Group that is material to the Business as currently conducted or (z) that are necessary to effectuate the transfer of all right, title and interest of such officer (or equivalent), employee, consultant or independent contractor in and to any such Intellectual Property to the Company Group.  No current or former officers (or equivalents) or employee of the Company Group or, to the Company’s Knowledge, current or former consultants and independent contractors to the Company Group who have conceived of or reduced to practice any Intellectual Property for or on behalf of any member of the Company Group that is material to the Business as currently conducted owns any right, title, or interest in or to any such Intellectual Property created or developed by such officer (or equivalent), employee, consultant or independent contractor during their employment or other engagement with such Company Group member, and, since the Lookback Date, the Company Group has not received any written notice or claim to the contrary and, to the Company’s Knowledge, there are no facts or circumstances that could give rise to any such claims.

(i)

With respect to each Patent included in the Registered Company Intellectual Property that is Owned Company Intellectual Property, or that is Non-Owned Company Intellectual Property and, in each case, material to the Business as currently conducted, (i) the applicable member of the Company Group or, to the Company’s Knowledge, any licensor to the Company Group solely with respect to any such Patent that is licensed to the Company Group, has complied in all material respects with all applicable Laws in connection with the filing and prosecution of such Patent, and (ii) to the Company’s Knowledge, all listed inventors of such Patent are the sole inventors of such Patents and have irrevocably assigned all right, title and interest in and to such inventions and Patents to a member of the Company Group (including through Third Parties, if applicable) (or, if licensed to the Company Group, to the licensor) pursuant to a valid and enforceable assignment agreement recorded with the applicable Governmental Authority.

(j)

To the Company’s Knowledge, no trade secrets or material confidential or proprietary Know-How, data or information of the Company Group has been disclosed to any Person unless such disclosure was made pursuant to a commercially reasonable written agreement with provisions that include customary confidentiality terms and restrictions on use sufficient to protect the proprietary interest of the Company Group with respect to such trade secrets or other confidential and non-public Know-How, data or information and requiring such Person to maintain the confidentiality of such trade secrets, Know-How, data or information. To the Company’s Knowledge, since the Lookback Date, there has not been any breach or threat of a breach by any such Person of any such agreement. Since August 23, 2018, the Company Group has taken commercially reasonable measures at least commensurate with industry standards to protect, preserve and maintain the confidentiality of the trade secrets and other material confidential or other proprietary Know-How, data or information included in the Company Intellectual Property.

(k)

Other than pursuant to a Contract set forth in Section 4.7(a)(xvi) of the Company Disclosure Letter, there are no royalties, license fees, honoraria or other payment obligations of the Company Group with respect to any of the material Non-Owned Company Intellectual Property.

(l)

To the Company’s Knowledge, no member of the Company Group has received any written opinions from counsel with respect to the validity, invalidity, enforceability, unenforceability, inventorship, non-infringement or infringement of any Company Intellectual Property.

(m)

Except for any fees payable to a Governmental Authority to issue, register or maintain any of the Registered Company Intellectual Property listed and for any payments required pursuant to a Contract listed in Section 4.7(a)(xiii) or Section 4.7(a)(xvi) of the Company Disclosure Schedule, no payment of any kind is required to be made to any Person for the ownership or use of, or with respect to any covenant not to sue or immunity from suit under, any material Company Intellectual Property. To the Company’s Knowledge, no funding, facilities or personnel of any educational institution or Governmental Authority were used to Develop or create, in whole or in part, any material Owned Company Intellectual Property, any material Non-Owned Company Intellectual Property, the Compound, DMVT-506 or the Product.

(n)

No Governmental Authority or agency or any university, college or other educational or research institution (each, an “R&D Sponsor”) has any valid claim of right to, ownership of or other encumbrance on any material Owned Company Intellectual Property, or, to the Company’s Knowledge, any material Non-Owned Company Intellectual Property. No funding, facilities or personnel of any R&D Sponsor were used, directly or indirectly, to develop or create, in whole or part, any material Owned Company Intellectual Property, or, to the Company’s Knowledge, any material Non-Owned Company Intellectual Property, in each case, in such a manner that could adversely affect the Company Group’s rights in such Company Intellectual Property.

(o)

Neither the execution, delivery or performance of this Agreement, nor the consummation of any of the transactions or agreements contemplated by this Agreement, will, with or without notice or the lapse of time or both, result in, (i) a loss of, or Encumbrance (other than a Permitted Encumbrance) on, any material Owned Company Intellectual Property or, to the Company’s Knowledge, any material Non-Owned Company Intellectual Property, (ii) the grant, assignment or transfer to any other Person of any license or other right or interest under, to, or in any material Owned Company Intellectual Property or, to the Company’s Knowledge, any material Non-Owned Company Intellectual Property, (iii) any material Owned Company Intellectual Property, or, to the Company’s Knowledge, any material Non-Owned Company Intellectual Property becoming subject to any restriction with respect to its use or operation in the Business as currently conducted, or (iv) any loss or termination of any license or other right held by the Company Group with respect to any material Non-Owned Company Intellectual Property or a change in the scope of any such license or right or a change to the payments under any such license.

(p)

The Company has (i) purchased a sufficient number of license seats, and scope of rights, for all material Third Party software used by the Company Group, and (ii) has complied in all material respects with the terms of the corresponding agreement.

(q)

The Company Group has taken commercially reasonable efforts (including maintaining business continuity and disaster recovery policies) designed to maintain and protect the integrity, security and operation of the computer software and algorithms (including source code), programs, hardware, networks, databases, systems, telecommunications equipment and websites owned or operated by the Company Group (and all information transmitted thereby or stored therein) (the “Company Systems”). Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company Group, taken as a whole, (i) all Company Systems have been available and continuously operating in a materially error free manner since the Lookback Date and (ii), to the Company’s Knowledge, since the Lookback Date, there (w) have been no unauthorized intrusions or breaches of security with respect to the Company Systems; (x) has not been any material malfunction of the Company Systems that has not been remedied or replaced in all respects; (y) has been no material unplanned downtime or service interruption with respect to any Company Systems and (z) the Company Systems do not contain any malware, “Trojan horses,” viruses, or other malicious code.

(r)

The Company Systems are sufficient in all material respects for the needs of the Business as currently conducted, including as to capacity, scalability and ability to process current and currently anticipated peak volumes in a timely manner. The Company Systems and the Company Group’s related procedures and practices are designed, implemented, operated and maintained in accordance in all material respects with applicable Data Requirements.

(a)

Section 4.19(a) of the Company Disclosure Schedule sets forth a true and complete list, as of the Execution Date, of all insurance maintained by or on behalf of, or purporting to cover, the Company Group or their assets, properties and operations (such policies required to be listed on Section 4.19(a) of the Company Disclosure Schedule, the “Insurance Policies”). True and correct copies of the Insurance Policies, as of the Execution Date, have been provided to Parent. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company Group, taken as a whole, (a) the Insurance Policies are legal, valid, binding and enforceable on the Company Group and in full force and effect with respect to the applicable member of the Company Group, and, to the Company’s Knowledge, with respect to each other party thereto, (b) all premiums due and payable under the Insurance Policies have been timely paid, and the Company Group has complied in all material respects with the provisions of each Insurance Policy, and, to the Company’s Knowledge, no event has occurred that, with or without notice or lapse of time or both, would constitute a material breach or default under any Insurance Policy and (c) the Company Group has not received any notice of cancellation, termination, denial, refusal of coverage (in whole or in part), reduction of coverage or material premium increase. As of the Execution Date, there are no material outstanding, disputed or unpaid claims under the Insurance Policies. All Insurance Policies insure the Company Group in reasonably sufficient amounts against normal risks usually insured against by Persons operating similar businesses or properties of similar size in the localities where such businesses or properties are located, and are sufficient for compliance in all material respects with applicable Law and with any obligations under any Contract of any member of the Company Group.

(b)

There are no Insurance Policies relating to the business or assets of the Company Group that are not maintained by a member of the Company Group. No member of the Company Group has any self-insurance or co-insurance programs.

(a)

Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company Group, taken as a whole, since the Lookback Date, no member of the Company Group, nor, to the Company’s Knowledge, any Person that Manufactures, Develops, or Commercializes the Product pursuant to a Development, contract research, Manufacturing, supply, distribution, or other collaboration arrangement with the Company Group (each, a “Company Partner”), has received written or, to the Company’s Knowledge, oral communications (i) alleging violations of applicable Laws (including applicable Healthcare Laws, GDP, GCP, GMP, or GLP), including regulatory or warning letters and Section 305 notices and similar letters or notices, from any Regulatory Authority, in each case, with respect to the Compound, DMVT-506 or Product, (ii) from any Governmental Authority threatening to withdraw the NDA for the Product, or (iii) from any Governmental Authority placing or threatening to place a hold on investigation of the Compound, DMVT-506 or the Product. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company Group, taken as a whole, the Company Group is neither subject to, nor, since the Lookback Date, has received written notice of, any criminal, injunctive, seizure or civil penalty actions, including any such claim, suit, proceeding, hearing, enforcement audit, investigation, arbitration or other action begun, pending, or, to the Company’s Knowledge, threatened by any Regulatory Authority against the Company Group.

(b)

(i) There are no pending material regulatory Actions against any member of the Company Group or, to the Company’s Knowledge, any Company Partner by any Regulatory Authority, in each case, with respect to any violation of the rules and regulations of any Regulatory Authority or any applicable Healthcare Laws and (ii) since the Lookback Date, the Company Group has not, or, to the Company’s Knowledge, any Company Partner, has not committed any material violation of the rules and regulations of any Regulatory Authority which has not been cured by the applicable member of the Company Group or, to the Company’s Knowledge, any Company Partner, or waived by the relevant Regulatory Authority, in each case relating to the Compound, DMVT-506 or the Product. Each member of the Company Group that has received any material notice, letter or other correspondence from any Regulatory Authority requiring a response thereto (and for which the time period for responding has expired) has timely responded to such notice, letter or other correspondence in accordance with the requirements set forth therein or any applicable Laws.

(c)

To the Company’s Knowledge, the Compound, DMVT-506 and the Product are being and, since the Lookback Date, has been Developed, Manufactured, distributed, used, processed, packaged, labeled, stored, tested, marketed, promoted and sold by or on behalf of the Company Group in compliance in all material respects with (i) all applicable requirements under all applicable Laws, including applicable Healthcare Laws (including GDP, GLP, GCP, and GMP) and (ii) the specifications contained in the applicable NDA and. Since the Lookback Date, all preclinical studies, Clinical Trials, and other similar studies and tests conducted by, or, to the Company’s Knowledge, for, or on behalf of, the Company Group with respect to the Compound, DMVT-506 or the Product are being and have been conducted in compliance in all material respects with the required experimental protocols, procedures and controls, GDP, GLP, GCP and GMP, as and to the extent applicable, and all applicable Laws (including applicable Healthcare Laws), and all applicable written instructions from institutional review boards and ethics committees. As of the Execution Date, there exist no facts or circumstances that, to the Company’s Knowledge, would warrant the issuance by the FDA of a clinical hold on the investigation of the Product. Since the Lookback Date, none of the FDA or any other Regulatory Authority has sent any written notices or other correspondence to the Company Group with respect to any proposed or ongoing preclinical studies and Clinical Trials of the Compound, DMVT-506 or the Product requiring the termination, delay, suspension or material modification of such preclinical studies and Clinical Trials.

(d)

The FDA-approved NDA for the Product and any INDs, in each case, owned by a member of the Company Group for the Compound and DMVT-506 are in full force and effect and have never been withdrawn. The Company Group has not taken any steps to withdraw the FDA-approved NDA for the Product or any pending or approved supplements thereto nor has it taken any steps to withdraw any IND for the Compound or DMVT-506, in each case, which are owned by a member of the Company Group.

(e)

The Company Group has instituted and maintains policies and procedures reasonably designed to ensure the integrity of data generated or used in any preclinical studies and Clinical Trials related to the research, testing, Development, use, handling, packaging, storage, safety, efficacy, reliability, or Manufacturing of the Compound, DMVT-506 or the Product and to encourage employees of the Company Group to report any compliance issues related thereto (and the Company Group has made available copies or written summaries of any such reports).

(f)

Since the Lookback Date, none of the Company Group, its respective directors, officers, employees or, to the Company’s Knowledge, agents or subcontractors, has been convicted of any crime or engaged in any conduct which would reasonably be expected to result in debarment or disqualification by any Regulatory Authority or exclusion from participation in any federal healthcare program, and there are no Actions nor, to the Company’s Knowledge, governmental inquiries or investigations pending or threatened in writing that would reasonably be expected to result in any such criminal liability or debarment or disqualification by any Regulatory Authority or exclusion from participation in any federal health care program. Neither the Company Group nor any director, officer, or employee, or, to the Company’s Knowledge, any agent or subcontractor thereof, has ever been (since the Lookback Date), is currently, or, as of the Execution Date, is the subject of an Action that could lead to it or such Person becoming, as applicable, a Debarred Entity or Debarred Individual, an Excluded Entity or Excluded Individual, or a Convicted Entity or Convicted Individual. For purposes of this Agreement, the following definitions shall apply: (i) a “Debarred Individual” is an individual who has been debarred by the FDA pursuant to 21 U.S.C. § 335a(a) or is prohibited from providing services in any capacity to a Person that has an approved or pending drug or injectable product application; (ii) a “Debarred Entity” is a corporation, partnership, or association that has been debarred by the FDA pursuant to 21 U.S.C. § 335a(a) or from submitting or assisting in the submission of any abbreviated drug application, or a subsidiary or Affiliate of a Debarred Entity; (iii) an “Excluded Individual” or “Excluded Entity” is (A) an individual or entity, as applicable, who has been excluded, debarred, suspended, or is otherwise ineligible to participate in federal healthcare programs such as Medicare or Medicaid by the Office of the Inspector General (OIG/HHS) of the U.S. Department of Health and Human Services or (B) is an individual or entity, as applicable, who has been excluded, debarred, suspended, or is otherwise ineligible to participate in federal procurement and non-procurement programs, including those produced by the U.S. General Services Administration (GSA); and (iv) a “Convicted Individual” or “Convicted Entity” is an individual or entity, as applicable, who has been convicted of a criminal offense that falls within the ambit of 21 U.S.C. § 335a(a) or 42 U.S.C. § 1320a-7(a), but has not yet been excluded, debarred, suspended, or otherwise declared ineligible, and in each case any non-U.S. equivalents thereof, as applicable.

(g)

All material applications, notifications, submissions, information, claims, reports and statistics and other data that have been utilized, or prepared with the intention to be utilized by the Company Group as the basis for or submitted in connection with any regulatory or marketing approvals or permits from the FDA or any other Regulatory Authority or as otherwise required under applicable Healthcare Laws relating to the Compound, DMVT-506 or the Product were true, complete and correct in all material respects as of the date of preparation and submission (or were corrected in or supplemented by a subsequent filing or submission so as to be true, complete and correct in all material respects as of the date of submission), as applicable, and, to the Company’s Knowledge, any necessary or required updates, changes, corrections or modification to such applications, submissions, information and data have been submitted to the FDA or other Regulatory Authority. Since the Lookback Date, the Company Group has not committed any other act, made any fraudulent statement, made an untrue statement of material fact, or failed to make any statement, that (in any such case), at the time such disclosure or statement was made or failure to make occurred, establishes a reasonable basis for the FDA to invoke its Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities Final Policy. The Company Group is not the subject of any pending or, to the Company’s Knowledge, threatened, investigation by the FDA pursuant to its Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities Final Policy.

(h)

Since the Lookback Date, neither the Company Group, nor, to the Company’s Knowledge, any Company Partner, has received from any Regulatory Authority any (i) inspection reports, (ii) notices of adverse findings (e.g., FDA Form 483), warning letters, untitled letters, or minutes of meetings or (iii) other correspondence from any Regulatory Authority, in each case concerning the Compound, DMVT-506 or the Product, in which any Regulatory Authority asserted that the operations of the Company Group are not in material compliance with applicable Laws, including applicable Healthcare Laws (including GDP, GLP, GCP, and GMP).

(i)

Since the Lookback Date, the Company Group has not received written or, or the Company’s Knowledge, oral notice from any Company Partner of any material interruption of supply or Manufacturing capacity, shortage of raw materials, components or other Manufacturing problems that would have a material effect on the Development or Commercialization (as such Development or Commercialization is contemplated as of the Execution Date) of the Compound, DMVT-506 or the Product following the Effective Time.

(j)

Section 4.21(j) of the Company Disclosure Schedule sets forth a list, as of the Execution Date, of (i) all recalls, field notifications, investigator notices, safety alerts, IND safety reports or other notices of action relating to an alleged lack of safety of the Compound, DMVT-506 or the Product issued by the Company Group (“Safety Notices”), (ii) the dates such Safety Notices, if any, were resolved or closed and (iii) to the Company’s Knowledge, any material complaints with respect to the Compound or Product that are currently unresolved.

(k)

Section 4.21(k) of the Company Disclosure Schedule sets forth a list, as of the Execution Date, of (i) all material disruptions since the Lookback Date in the manufacture and supply of the Compound, DMVT-506 or the Product and (ii) the dates such disruptions, if any were resolved or closed.

(l)

As of the Execution Date, no member of the Company Group is a party to any corporate integrity agreement, deferred or non-prosecution agreement, monitoring agreement, consent decree, settlement order, or similar agreement concerning the Compound, DMVT-506 or the Product with or imposed by any Governmental Authority.

(m)

To the Company’s Knowledge, since the Lookback Date no person has filed or has threatened to file against the Company Group any material action relating to any Healthcare Law under any federal or state whistleblower statute, including under the False Claims Act of 1863 (31 U.S.C. § 3729 et seq.).

(n)

The Company Group has a code of ethics and an operational healthcare compliance program that: (i) governs all employees and contractors of the Company Group, (ii) is consistent in all material respects with the current U.S. Federal Sentencing Guidelines standards for effective compliance programs and the seven elements of an effective compliance program set forth by the Office of the Inspector General of the Department of Health and Human Services, (iii) is consistent in all material respects with the Pharmaceutical Research and Manufacturers of America Code on Interactions with Healthcare Professionals and (iv) includes appropriate policies, procedures, and trainings, designed to ensure compliance in all material respects with applicable Healthcare Laws and industry codes and standards. The Company Group further operates in material compliance with such healthcare compliance program.

(o)

The Company Group has made available to Parent true, correct and complete copies of (i) all material correspondence between any member of the Company Group and any Regulatory Authority, in each case concerning (A) the Product, (B) the Compound, or (C) DMVT-506; and (ii) all material information in the Company Group’s possession and control concerning the safety, efficacy, side effects, toxicity, or manufacturing quality and controls of the Product and the Compound, including all such material nonclinical and clinical study reports.

(a)

Since the Lookback Date, the Company Group has operated its business in compliance in all material respects with all applicable Laws, Contracts, and internal or external notices, policies, or statements relating to the privacy of Protected Health Information, clinical trial data, medical records, medical information and other health-related data (collectively, “Health Data”) that regulate or limit the Processing of such Health Data made available to or Processed by the Company Group in connection with the operation of its business (the “Healthcare Data Requirements”) and all Data Requirements. Since the Lookback Date, the Company Group has in all material respects implemented any confidentiality, security and other protective measures required by the Healthcare Data Requirements and Data Requirements applicable to the Company Group or its business.

(b)

The Company Group complies and, since the Lookback Date, has complied in all material respects with all Healthcare Data Requirements, including:

(ii)

requirements relating to requests from individuals for access to Health Data held or Processed by the Company Group;

(iii)

obligations set out in the Healthcare Data Requirements;

(iv)

requirements relating to the processing of Health Data by a business associate or data processor on its behalf; and

(v)

the obtaining of necessary consents from, and providing adequate privacy notice to, individuals to the processing of Health Data.

(c)

Since the Lookback Date, no member of the Company Group has suffered any (i) accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure of, or access to, Health Data of the Company Group which required or resulted in notification under the Healthcare Data Requirements to any Governmental Authorities or Third Parties; (ii) material breach with respect to any Protected Health Information Processed by or for the Company Group that is subject to the notification requirements of 45 C.F.R. Part 164, Subpart D; or (iii) information security or privacy breach event at the Company Group that would require notification under any comparable Laws.

(d)

The Company Group has in place agreements with Third Parties (including business associates) in respect of the Processing of Health Data in connection with its business which comply in all material respects with the Healthcare Data Requirements.

(e)

Since the Lookback Date, all Health Data processed by the Company Group in connection with its business (or a Third Party engaged thereby) or transferred to any Third Parties by the Company Group in the operation of its business has in all material respects been lawfully obtained, used, processed or transferred in accordance with applicable Healthcare Data Requirements

(f)

Since the Lookback Date, the Company Group has undertaken all necessary surveys, audits, inventories, reviews, analyses or assessments (including any necessary risk assessments and risk analyses) of all areas of their businesses and operations required to comply in all material respects with applicable Healthcare Data Requirements, including security risk analyses that meet the standards set forth at 45 C.F.R. § 164.308(a)(1)(ii)(A) (each, a “Security Risk Analysis”), and has addressed and remediated all material risks identified in each Security Risk Analysis.

(g)

Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, the Company Group has not received any written notices of any Action by any Third Party or, any inquiries or investigations by any Governmental Authority, or been the subject of any claims or complaints to any regulatory or Governmental Authority, in each case in relation to its compliance with Healthcare Data Requirements. The completion of the Transactions shall not violate, in any material respect, any Healthcare Data Requirements.

(h)

Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, no Person has:

(i)

alleged in writing that the Company Group has failed to comply with the provisions of any Healthcare Data Requirements; or

(ii)

been awarded compensation, claimed or taken action against the Company Group for breach of any Healthcare Data Requirements.

(a)

Neither the Company Group, any of its directors (or equivalent), officers (or equivalent), or employees, nor, to the Company’s Knowledge, any agents or other Persons acting on behalf of or in the name of the Company: (i) has, since April 24, 2019, taken action in material violation of any Anti-Corruption Laws, (ii) has, since April 24, 2019, made, offered, authorized, facilitated or promised any payment, contribution, gift, entertainment, bribe, payoff, rebate, kickback, financial or other advantage, favor, or anything else of value, regardless of form or amount, directly or indirectly, to any Person for the purpose of securing an unlawful advantage, influencing any act or decision of any official, employee or Person acting on behalf of any Governmental Authority, inducing the recipient to perform or omit to perform any activity relating to their duties or to violate an official or lawful duty, or to reward the recipient for an unlawful advantage already given, (iii) has, since April 24, 2019, established or maintained, or is maintaining, any unlawful fund of corporate monies or other properties, used any funds for any unlawful contributions, gifts, entertainment, hospitality, travel or other unlawful expenses or made any false or fictitious entries on its accounting books and records,; (iv) is, or has been since April 24, 2019, under administrative, civil, or criminal investigation, indictment, information, suspension, debarment, or audit by any party, in connection with alleged or possible violations of any Anti-Corruption Laws; or (v) has, since April 24, 2019, received notice in writing from, or made a voluntary disclosure to, the U.S. Department of Justice, the SEC, the U.K. Serious Fraud Office, or any other Governmental Authority, or conducted any internal investigation or audit, regarding alleged or possible violations of any Anti-Corruption Laws. The Company Group has instituted and maintains policies and procedures reasonably designed to promote and achieve, and which are reasonably expected to continue to promote and achieve, compliance with Anti-Corruption Laws. Since April 24, 2019, none of the Company Group or any of its directors (or equivalent), officers (or equivalent), or employees, nor, to the Company’s Knowledge, any agents or other Persons acting on the Company Group’s behalf, has been the subject of any allegation, inquiry, investigation, enforcement action, litigation, or disclosure involving any Governmental Authority regarding actual or potential violations of any Anti-Corruption Law.

(b)

Neither the Company Group, any of its directors (or equivalent), officers (or equivalent), nor, to the Company’s Knowledge, any of its employees, agents or other Persons acting on behalf of or in the name of the Company Group (i) has been since April 24, 2019 or is currently designated on any restricted party list or otherwise the subject or target of any sanctions or export-related restrictions administered by any Governmental Authority of the (1) United States, including, but not limited to, the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Office of Foreign Assets Control (“OFAC”), the Denied Persons List, Entity List, Military End User List, and Unverified List maintained by the U.S. Department of Commerce, and the Debarred Parties List maintained by the U.S. Department of State; (2) the United Nations; (3) the European Union or its member states; (4) the United Kingdom; or (5) Switzerland (collectively, “Sanctions Authorities”), (ii) has been since April 24, 2019 or is currently organized or resident in a country or territory targeted by a comprehensive embargo administered by one or more Sanctions Authorities (which countries and territories, as of the Execution Date, include Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, so-called Luhansk People’s Republic, Kherson, and Zaporizhzhia regions of Ukraine) (“Sanctioned Jurisdiction”), (iii) has been since April 24, 2019 or is currently a part of the government of a Sanctioned Jurisdiction or the Government of Venezuela; (iv) has been since April 24, 2019 or is currently in the aggregate, 50 percent or greater, directly or indirectly, owned or controlled, or otherwise acting on behalf of, any Person or Persons described in clauses (i)-(iii), each, along with any person described in this clause (iv), a “Sanctioned Person”, (v) is participating or has participated in any transaction, whether directly or indirectly, for or on behalf of or otherwise involving a Sanctioned Person or Sanctioned Jurisdiction, (vi) has been in material violation of Trade Controls or Sanctions, or (vii) is or has been the subject of any voluntary or directed disclosure, investigation, inquiry, or enforcement action by any Governmental Authority or other legal proceedings with respect to any actual or alleged violations of Sanctions or Trade Controls, or has been notified in writing of any such pending or threatened actions. Since April 24, 2019, the Company Group has maintained in place and implemented controls and systems reasonably designed to achieve compliance with applicable Sanctions and Trade Controls.

(a)

The Company Group complies and, since the Lookback Date, has complied in all material respects with (a) applicable Data Requirements, and to the Company’s Knowledge, all affiliates or Third Parties Processing Personal Data on behalf of the Company or sharing Personal Data with the Company Group (collectively, “Data Partners”), (b) applicable Data Protection Laws with respect to their Processing of Personal Data on behalf of the Company or sharing of Personal Data with the Company Group and (c) applicable obligations under Data Requirements to enter into contracts with Data Partners which comply with the applicable Data Requirements. The Company Group has implemented and maintains documented policies that comply in all material respects with applicable Data Requirements. The Company Group has complied in all material respects with their obligations under applicable Data Requirements, including with respect to (a) providing notices and/or obtaining consents as required under applicable Data Requirements; and (b) imposing contractual data protection obligations on Data Partners as required under applicable Data Requirements.

(b)

Since the Lookback Date, the Company Group has at all times implemented, maintained and materially complied with an information security program that contains technical, physical, and organizational measures, plans, procedures and controls which include commercially reasonable measures reasonably designed to (i) protect Personal Data and confidential information against Security Incidents, and (ii) identify and address internal and external risks to the privacy and security of Personal Data and confidential information. Since the Lookback Date, the Company Group has in all material respects: (i) identified internal and external risks to the security of the Personal Data and Systems; (ii) implemented, monitored and improved safeguards designed to control those risks, (iii)  reasonably remediated and addressed  audit or security assessment findings ranked critical or high relating to its implementation of administrative, technical, and physical security measures, and (iv) provided  training regarding information security to its employees.

(c)

Since the Lookback Date, except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, (i) there have not been any Security Incidents or actual claims related to Security Incidents and (ii) there are no data security, information security, or other technological vulnerabilities with respect to the Company Group’s products or services or with respect to the Systems that could adversely impact their operations.

(d)

Except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, in relation to any Security Incident or actual, alleged, or potential violation of a Data Requirement, since the Lookback Date, the Company Group has not (i) notified or been required under applicable Data Requirements to notify any Person, or (ii) received any notice, inquiry, request, claim, complaint, correspondence or other communication from, or been the subject of any investigation or enforcement action by, any Person.

(a)

The Inventory is in all material respects (i) of a quality useable and saleable in the Ordinary Course, (ii) not obsolete, defective or damaged, and (iii) merchantable and fit for the purpose for which it was procured or manufactured taking into account all applicable reserves. No material Inventory is held on a consignment basis.  All Inventory comprised of finished goods has at least thirty (30) months of regulatory approved shelf life remaining as of the Execution Date, except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole.

(b)

The Inventory has been manufactured in all material respects (i) accordance with GMP, and (ii) in compliance with the Drug Supply Chain Security Act and the applicable quality specifications for the manufacture, release and final testing of the Product and its components. No quantities of Inventory are adulterated or misbranded within the meaning of the FD&C Act, or is an article which may not, under the provisions of Section 404, 505 or 512 of the FD&C Act, be introduced into interstate commerce.

(c)

Since the Lookback Date, the Company and its Affiliates have not materially altered their activities and practices with respect to levels of Inventory maintained at the wholesale, chain, institutional or retail levels, including their practices with respect to Product samples.

(a)

Each of Parent and Merger Sub has all requisite corporate power and authority necessary, to authorize, execute, deliver and perform its obligations under this Agreement, the Statutory Merger Agreement and the other Transaction Documents that the Parent and Merger Sub are (or will be) party and to consummate the Transactions in accordance with the terms of this Agreement, the Statutory Merger Agreement and the other Transaction Documents that Parent and Merger Sub are (or will be) party. The execution and delivery of this Agreement, the Statutory Merger Agreement and the other Transaction Documents to which Parent and Merger Sub are (or will be) party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and, except for (i) the adoption of this Agreement by a subsidiary of Parent as the sole shareholder of Merger Sub immediately following the execution and delivery of this Agreement and (ii) the execution and delivery of the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other action on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement, the Statutory Merger Agreement or any of the other Transaction Documents to which Parent and Merger Sub are (or will be) party or the consummation of the Transactions. This Agreement has been and each other Transaction Document to with Parent and Merger Sub are party will be duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the other Parties hereto and thereto, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against them in accordance with its terms, provided the enforceability is subject to the Bankruptcy and Equity Exception. No vote or other approval of the equityholders of Parent is required in connection with the execution, delivery or performance of this Agreement or any other Transaction Document to which Parent and Merger Sub are (or will be) party or to consummate the Transactions in accordance with the terms hereof, whether by reason of applicable Law, the Constitutive Documents of Parent, the rules or requirements of any securities exchange, or otherwise.

(b)

The Parent Board and the Merger Sub Board have each approved this Agreement, the Statutory Merger Agreement and the other Transaction Documents to which Parent and Merger Sub are (or will be) party and declared it advisable for Parent and Merger Sub, respectively, to enter into this Agreement, the Statutory Merger Agreement and the other Transaction Documents to which Parent and Merger Sub are (or will be) party and to consummate the Transactions, including the Merger.

(a)

No notices to, consents or approvals of, waivers, permits, Orders or authorizations from or filings, declarations or registrations with, any Governmental Authority are required to be made by Parent or Merger Sub in connection with the execution, delivery or performance of this Agreement or any of the other Transaction Documents or the consummation of the Transactions, except for (i) as required under the HSR Act, the Securities Act or the Exchange Act, (ii) executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act and (iii) any such notice, consent, approval, waiver, permit, Order, authorization, filing, declaration or registration, the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. None of Parent, Merger Sub, or any of their respective Subsidiaries is subject to any “prior approval” requirement or agreement with the FTC or DOJ that would be applicable to the Transactions.

(b)

Subject to the making of the notices, filings, declarations and registrations and receipt of the consents, approvals, waivers, permits, Orders and authorizations and the expiration of any related waiting periods referred to in Section 5.3(a), the execution, delivery and performance of this Agreement, the other Transaction Documents and the consummation of the Transactions does not and will not (i) conflict with, result in a breach or violation of, or a default under, or right of termination or acceleration in respect of any (A) applicable Law, Order or Governmental Authorization or (B) Contract to which Parent or Merger Sub is a party or by which it or any of its assets or properties is otherwise bound, except in the foregoing clauses (A) and (B), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or (ii) conflict with or result in a breach or violation of, or a default under, the Constitutive Documents of Parent or Merger Sub.

(a)

conduct the business of the Company Group in the Ordinary Course (including, for the avoidance of doubt, with respect to the placing of orders with CDMOs and API suppliers);

(b)

(i) preserve and maintain good working relationships with suppliers, vendors, partners, licensors, licensees, distributors, regulatory authorities and other Persons having a business relationship with the Company Group and (ii) maintain substantially intact its present business organization and goodwill; and

(c)

maintain funds available at the Company Group to ensure that the Closing Cash is sufficient to fund all reasonably anticipated expenses of the Company Group for a period of at least three (3) Business Days after the Closing Date, which such expenses shall include the amount needed to fund any regularly scheduled payroll (including wages, bonuses, and incentive compensation, and related employment and payroll Taxes) that occurs during such three (3) Business Day period.

(a)

terminate, modify, amend or change the Constitutive Documents of any member of the Company Group;

(b)

issue, grant, deliver or reissue, sell, dispose of, transfer, pledge or Encumber, any shares or other Equity Securities of any member of the Company Group, other than (i) grants of Equity Awards not to exceed the number of Shares remaining in the Company Stock Plan’s share reserve; provided that any such Equity Awards that are Options shall either be (A) granted with an exercise price per Common Share equal to or greater than the fair market value of a Common Share on the date of such grant, which such fair market value is determined by an independent appraisal in accordance with Section 409A of the Code, including by taking into account the Transactions, (B) structured in a manner that is compliant with the requirements of Section 409A of the Code, or (C) structured in a manner to be exempt from Section 409A as a short-term deferral, (ii) issuance of Preference Shares pursuant to and in accordance with the Rome Equity Commitment Letter or any Common Shares that constitute “ECL Top-Up Shares” pursuant to and in accordance with and as defined in the applicable Subscription Agreements, (iii) issuance of “EIP Top-Up Shares” pursuant to and in accordance with and as defined in the applicable Subscription Agreements, (iv) issuance of Common Shares upon the exercise of Options or Warrants in accordance with their terms or (v) issuance of Common Shares upon conversion of Preference Shares in accordance with the Company’s Constitutive Documents;

(c)

form a Subsidiary of any member of the Company Group;

(d)

adjust, split, reverse split, combine, cancel or redeem, repurchase, subdivide or reclassify or otherwise acquire, directly or indirectly, any Equity Securities of any member of the Company Group or other like change, except for acquisitions, or deemed acquisitions, of Equity Securities effected in connection with (i) required tax withholding in connection with the exercise, vesting or settlement of Equity Awards, (ii) forfeitures of Equity Awards in the Ordinary Course or (iii) repurchases of shares held by employees in the Ordinary Course that are subject to a repurchase right in favor of the Company Group upon termination of employment;

(e)

declare, set aside or pay any non-cash dividend (or cash dividend (i) that would result in the Company’s aggregate cash balance at the Effective Time decreasing below [***] or (ii) if the payment date therefor is after the Closing Date and the impact of such cash dividend is not included on the Estimated Closing Date Statement) on, or make any other distribution in kind (including in stock, property or otherwise) in respect of, any Shares or other Equity Securities;

(f)

(i) create, incur, guarantee or assume any indebtedness for borrowed money, in each case, in excess of $500,000 individually or $1,000,000 in the aggregate (which, for clarity, shall constitute Indebtedness), (ii) cause any letters of credit, performance bonds, surety bonds or similar facilities to be issued for the account of the Company Group, in each case, in excess of $500,000 individually or $1,000,000 in the aggregate (each of which shall, for clarity, constitute Indebtedness), (iii) make any loans (other than trade credit extended in the Ordinary Course) or advances (other than travel, entertainment and other normal business expense advances to employees, directors and managers in the Ordinary Course), in each case, in excess of $500,000 individually or $1,000,000 in the aggregate or (iv) make any capital contributions to, or investments in, or guarantee the obligations of any member of the Company Group or any Person other than a member of the Company Group, in each case, in excess of $500,000 individually or $1,000,000 in the aggregate;

(g)

sell, assign, lease, sublease, license, sublicense, transfer, abandon, mortgage or otherwise subject to any Encumbrance (other than a Permitted Encumbrance), or otherwise dispose of (whether by merger, consolidation, other business combination, stock or asset sale or otherwise), any tangible property or other assets which are material, individually or in the aggregate, to the Company Group (excluding any sale of inventory or obsolete equipment in the Ordinary Course and excluding any Intellectual Property, which is governed by Section 6.2(h));

(h)

(i) sell, assign, transfer, convey, lease, license, sublicense, dedicate to the public, restrict or otherwise dispose of, abandon, waive rights with respect to, permit to expire or lapse, or subject to any Encumbrance (other than a Permitted Encumbrance), any material Company Intellectual Property, except for (A) the expiration of such Intellectual Property at the end of the applicable maximum statutory term, or (B) pursuant to an Incidental Contract or (ii) disclose any trade secrets or other material confidential or non-public Know-How, data or information of the Company Group to any Person other than pursuant to a written confidentiality and non-disclosure agreement which includes customary confidentiality terms and restrictions on use sufficient to protect the proprietary interest of the Company Group with respect to such trade secrets or other material confidential or non-public Know-How, data or information of the Company Group;

(i)

acquire, lease, license, or sublicense (i) by merging or consolidating with, or by purchasing all or a substantial portion of the assets of, or by purchasing all or a substantial portion of the Equity Securities of, or by any other manner, any business or any other Person or any division thereof or (ii) any assets that are material, individually or in the aggregate, to the Company Group; provided that this clause (i) shall not apply to capital expenditures, which are governed by Section 6.2(t);

(j)

adopt a plan of merger, consolidation, restructuring, recapitalization or other reorganization with respect to any member of the Company Group;

(k)

commence or participate in any bankruptcy, liquidation, dissolution, winding up, examinership, insolvency or similar proceeding with respect to any member of the Company Group;

(l)

(i) other than in the Ordinary Course, enter into or renew any Contract (or any substantially related Contracts, taken together) that, if entered into prior to the Execution Date, would be a Material Contract under Section 4.7(a), (ii) materially amend or modify in a manner that is materially adverse in any respect to the Company Group or (iii) voluntarily terminate or waive any material rights under any Material Contract (including Contracts described in clauses (i) and (ii)) except automatic expirations that occur by the operation of the terms of any such Material Contract; provided that this clause (l) shall not restrict any action that is specifically addressed by and permitted by any other clause of this Section 6.2.

(m)

except as required pursuant to the terms of any Benefit Plan or Labor Agreement in effect as of the date of this Agreement, (i) terminate, materially modify, establish or enter into any Company Benefit Plan, (ii) increase the compensation or benefits provided to any current or former Company Group Employee or other service provider of any member of the Company Group, (iii) grant or award any retention, change in control, severance or similar compensation to any current or former Company Group Employee or other service provider of any member of the Company Group, (iv) take any action to accelerate the time of payment, funding or vesting of any compensation or benefits under any Benefit Plan or otherwise, in each case with respect to current or former Company Group Employees or any other service provider of any member of the Company Group, (v) hire any employee or terminate the employment (other than for “cause” or poor performance) of any Company Group Employee (other than (x) hires with respect to individuals who have been extended a written offer of employment by a member of the Company Group on or before the date of this Agreement and (y) hires with respect to Company Group Employees to fill the positions set forth on Section 4.16(n) of the Company Disclosure Schedule with annual base wages of less than [***]), (vi) engage any independent contractor (other than in the Ordinary Course under arrangements that can be terminated on not more than thirty (30) days’ notice and without penalty), or (vii) establish, adopt or enter into any plan, agreement or arrangement, or otherwise commit to, gross up or indemnify, or otherwise reimburse any current or former service provider of any member of the Company Group for any Tax incurred by such service provider, including under Section 409A or Section 4999 of the Code;

(n)

(i) modify, negotiate, amend, extend, terminate or enter into any Labor Agreement or (ii) recognize or certify any Union as the bargaining representative for any Company Group Employees;

(o)

implement or announce any layoffs, furloughs, reductions in force, plant closings, reductions in compensation or other similar actions with respect to Company Group Employees that would trigger notice obligations or other obligations or liability under the WARN Act;

(p)

(i) make any material changes in Tax accounting methods, principles, practices or policies, except for any changes required by applicable Law or otherwise applicable to all of the members of the Rome Group, (ii) make, change or revoke any entity classification election for Tax purposes or other material Tax election, (iii) surrender any right to claim a material Tax refund, material credit or other reduction of material Taxes, (iv) file an amended Tax Return, (v) consent to any waiver or extension of the statute of limitations applicable to any material Tax claim or assessment (other than waivers or extensions granted in the Ordinary Course by a Tax Authority) or (vi) enter into any closing agreement, settle any Tax claim or assessment relating to any member of the Company Group;

(q)

adopt or change any of the accounting methods or practices used by the Company Group, in each case, unless required by GAAP or applicable Law or otherwise applicable to all of the members of the Rome Group;

(r)

(i) initiate any material Action against any Third Party, (ii) settle or compromise any Action, in each case other than where the amount paid in settlement or compromise does not exceed $250,000 individually or $500,000 in the aggregate (but not including any such settlement or compromise that (x) would impose any material restrictions on the operations of the Company Group or (y) otherwise grants an exclusive license or sublicense to or a covenant not to sue or immunity from suit with respect to any Intellectual Property material to the Business as conducted as of such time) or (iii) enter into any consent decree or settlement agreement with any Governmental Authority in respect of any Action, audit or investigation;

(s)

enter into a lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee), except for renewals in the Ordinary Course of any Company Group Lease;

(t)

make any capital expenditures in excess of $1,000,000 in the aggregate, other than to the extent consistent with the Company Group’s budget for capital expenditures set forth in Section 6.2(t) of the Company Disclosure Schedule; provided that this clause (t) shall not apply to any acquisitions governed by Section 6.2(i);

(u)

enter into any Contract that would be required to be listed on Section 7.6 of the Company Disclosure Schedule if it had been entered into as of the date of this Agreement;

(v)

enter into any material new line of business or discontinue any material line of business or any material business operations;

(w)

(i) commence any Clinical Trial in respect of the Compound, DMVT-506 or the Product, (ii) make any material change to, discontinue, terminate or suspend any Clinical Trial in respect of the Compound, DMVT-506 or the Product, or (iii) qualify any new site for manufacturing of the Compound, DMVT-506 or the Product;

(x)

materially modify or make any material change to the development plans with respect to the Compound, DMVT-506 or the Product, except to the extent any such modification or change is mandated or recommended by a Regulatory Authority;

(y)

abandon, withdraw, cease to prosecute or fail to maintain any Governmental Authorization (including any NDA) owned by any member of the Company Group; or

(z)

(i) accelerate the delivery or sale of Products (including in any manner constituting “channel stuffing” or “front loading” of Products), or offer discounts or price protection on the sale of Products, except in the Ordinary Course, (ii) make any material changes in the terms of sale or collection, purchase or payment practices with respect to the Product, except in the Ordinary Course, (iii) purchase, order or otherwise acquire Inventory in excess of reasonably forecasted requirements in the Ordinary Course or (iv) cease marketing or sale of the Product; or

(aa)

authorize any of, or commit, resolve or agree, whether in writing or otherwise, to take any of, the actions prohibited in Sections 6.2(a) through 6.2(z).

(a)

During the Pre-Closing Period, the Company shall afford to Parent and Parent’s Affiliates and their respective Representatives (including in connection with Parent’s review of the preliminary Estimated Closing Date Statement), reasonable access, upon reasonable advance notice, during normal business hours and in a manner that does not disrupt or interfere in any material respect with business operations, to all of the properties, premises, books, Contracts, personnel and records of the Company Group as Parent shall reasonably request, and, during such period, the Company shall furnish, or cause to be furnished, promptly to Parent such information to the extent concerning the business, properties, assets, premises, books, records, Contracts and personnel of the Company Group as Parent may reasonably request.

(b)

Notwithstanding anything in the foregoing, no member of the Company Group shall be required to provide access to or disclose any such information under this Section 7.1 to the extent the Company determines, in its reasonable good faith judgment (on the advice of counsel, which may be in-house counsel) that such access or disclosure (i) would jeopardize or reasonably be expected to result in the loss of attorney-client privilege, attorney-work product protection or other legal privilege of the Company or (ii) is prohibited under applicable Law; provided that the Company shall, and shall cause the Company Group to, cooperate in good faith to provide, to the extent feasible, substantially the information Parent requests in such a manner as not to waive any attorney-client or other legal privilege or contravene any applicable Law.

(c)

Until the Closing, all information provided to Parent and its officers, employees, accountants, counsel and other Representatives shall be subject to the Confidentiality Agreement.

(d)

During the Pre-Closing Period, subject to applicable Law, (i) (x) the Company shall provide Parent with advance notice of, and an opportunity for one Representative of Parent to attend (but not speak or otherwise actively participate in), any meetings or scheduled conference calls any member of the Company Group has with any Regulatory Authority or any advisory committee thereof with respect to the Compound, DMVT-506 or the Product and (y) prior to attending any such meeting or scheduled conference call, the Company shall, and shall as necessary, cause its Representatives to, consult with Parent and consider in good faith any comments or other input reasonably provided by Parent in respect of, and reasonably in advance of, the foregoing, (ii) the Company shall promptly notify Parent of any material written notice or other material written communication (or any material non-written communication) to any member of the Company Group from any such Regulatory Authority or any advisory committee thereof with respect to the Compound, DMVT-506 or the Product, (iii) the Company shall promptly furnish Parent with non-confidential copies of all material written correspondence, filings and other material written communications to be sent or received by any member of the Company Group and their respective Representatives to or from, as the case may be, any such Regulatory Authority, any advisory committee thereof or its staff, in each case, with respect to the Compound, DMVT-506 or the Product, (iv) the Company shall consult with Parent prior to making any significant submission to any such Regulatory Authority or any advisory committee thereof relating to the Compound, DMVT-506 or the Product and (v) the Company shall permit Parent to review in advance any proposed material written response, submission or other material written communication by any member of the Company Group to any such Regulatory Authority or any advisory committee thereof with respect to the Compound, DMVT-506 or the Product and consider Parent’s reasonable comments thereto.

(e)

During the Pre-Closing Period, to the extent permitted by the terms of the relevant Contracts between the applicable member of the Company Group and the applicable Third Party contract manufacturer, the Company shall, and shall cause the other members of the Company Group to, use commercially reasonable efforts to, at the request of Parent, facilitate site visits by any of Parent or its Representatives of any facility of a Third Party contract manufacturer of any member of the Company Group; provided that, if and to the extent any such site visit is not permitted by the terms of any such Contract, the Company shall, or shall cause the applicable other member of the Company Group to, at the request of Parent, use commercially reasonable efforts to obtain a consent or waiver from the applicable Third Party contract manufacturer to permit such site visit.

(a)

Subject to the terms and conditions of this Agreement, each of Parent, Merger Sub and the Company shall, and each shall cause its Subsidiaries to, use their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law, to achieve satisfaction of the conditions to the Merger set forth in Article VIII and to consummate the Merger and the other Transactions as promptly as reasonably practicable and, in any event, no later than the End Date, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other Third Party all documentation to effect all Filings (and thereafter make any other required or appropriate submissions) as are necessary to consummate the Merger and the other Transactions, including the Company and Parent each using reasonable best efforts to make no later than September 23, 2024 (and, in any event, making no later than ten (10) Business Days after the Execution Date), an appropriate Filing of a notification and report form pursuant to the HSR Act with the FTC and the Antitrust Division of the DOJ with respect to the Merger and requesting (if available) early termination of the waiting period under the HSR Act; provided that if there are any material changes in the applicable regulations under the HSR Act between the date hereof and the date of filing pursuant to the HSR Act, the Company and Parent shall file or cause to be filed any and all required notification and report forms under the HSR Act as promptly as reasonably practicable after the Execution Date, (ii) using reasonable best efforts to obtain, and thereafter maintain, all Clearances required to be obtained from any Governmental Authority or other Third Party that are necessary to consummate the Merger and the other Transactions, and complying with the terms and conditions of each such Clearance (including by using reasonable best efforts to supply any additional information that may be required or reasonably requested pursuant to the HSR Act or other applicable Antitrust Laws or non-U.S. investment Laws), and (z) using reasonable best efforts to cooperate, to the extent reasonable, with the other Parties in their efforts to comply with their obligations under this Agreement, including in seeking to obtain any required Clearances. Each of Parent and the Company shall contest, defend and appeal any Action, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or any of the other Transactions.

(b)

Parent and the Company shall jointly (i) direct, devise and implement the strategy for obtaining any necessary approval of, for responding to any request from, inquiry or investigation by (including with respect to the timing, nature and substance of all such responses), and shall jointly participate in all meetings and communications (including any negotiations) with, any Governmental Authority that has authority to enforce any Antitrust Law or foreign investment Law and (ii) control the defense and settlement of any Action brought by or before any Governmental Authority that has authority to enforce any Antitrust Law or foreign investment Law, provided that, in the case of clauses (i) and (ii), Parent shall, at all pertinent times, reasonably consult with, and consider in good faith the views of, the Company and its counsel in connection therewith. Neither Parent nor the Company shall commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or any other Antitrust Laws or enter into a timing agreement with a Governmental Authority, or withdraw its initial filing pursuant to the HSR Act or any other Antitrust Law, as the case may be, without the prior written consent of the other party, not to be unreasonably withheld, conditioned or delayed.

(c)

To the extent permitted by applicable Law, each of Parent, Merger Sub and the Company shall, as promptly as practicable, (i) upon request from a Governmental Authority, furnish to such Governmental Authority any information or documentation concerning themselves, their Affiliates, directors, officers and shareholders, information or documentation concerning the Merger or any of the other Transactions and information or documentation on such other matters as may be requested and (ii) make available their respective directors, officers, employees, agents, investment bankers, financial advisors, legal advisors, accountants, brokers, finders, consultants or other representatives (“Representatives”) to, upon reasonable request, any Governmental Authority, in the case of each of clause (i) and (ii), in connection with (A) the preparation of any Filing made by or on their behalf to any Governmental Authority in connection with the Merger or any of the other Transactions or (B) any Governmental Authority investigation, review or approval process.

(d)

Subject to Section 7.2(b), applicable Laws relating to the sharing of information and the terms and conditions of the Confidentiality Agreement, and subject to the proviso at the end of this Section 7.2(d), each of Parent and the Company shall, and each shall cause its Affiliates to (i) (A) as far in advance as practicable, notify the other Party of, and provide the other Party with an opportunity to consult with respect to, any Filing or material or substantive communication or inquiry it or any of its Affiliates intends to make with any Governmental Authority relating to the matters that are the subject of this Agreement, (B) prior to submitting any such Filing or making any such communication or inquiry, the submitting or making Party shall provide the other Party and its counsel a reasonable opportunity to review, and shall consider in good faith the comments of the other Party and such other Party’s Representatives in connection with any such Filing, communication or inquiry, and (C) promptly following the submission of such Filing or making of such communication or inquiry, provide the other Party with a copy of any such Filing or, if in written form, a summary of any communication or inquiry, (ii) as promptly as practicable following receipt, furnish the other Party with a copy of any Filing or, if in written form, material or substantive communication or inquiry, it or any of its Affiliates receives from any Governmental Authority relating to matters that are the subject of this Agreement or if the communication or inquiry is not in written form provide a summary, and (iii) coordinate and reasonably cooperate with the other Party in exchanging such information and provide such other assistance as the other Party may reasonably request in connection with this Section 7.2; provided that Parent and the Company may limit provision of such information to outside counsel to the other Party and may redact information that is competitively sensitive, covered by the attorney-client privilege or relates to the valuation of the Merger. Subject to Section 7.2(b), none of the Parties or their respective Affiliates or their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with any Governmental Authority, or any member of the staff of any Governmental Authority, in respect of any Filing, Action (including the settlement of any investigation) or other inquiry regarding the Merger unless it consults with the Company and Parent in advance and, to the extent permitted by such Governmental Authority, allows (x) in the case of a meeting or conference involving the Company or their respective Representatives, Parent to participate and (y) in the case of a meeting or conference involving Parent or its Representatives, the Company. Notwithstanding the foregoing, nothing in this Section 7.2 shall require Parent or any of its Affiliates to share with Rome, the Company or any of their Affiliates or their respective representatives any information that reveals Parent’s or its Affiliates’ valuation or negotiating strategy with respect to the transactions contemplated by this Agreement.

(e)

Parent shall not (and shall cause its Affiliates not to) acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner), any Person or portion thereof, if the entering into an agreement relating to, or the consummation of, such acquisition, merger or consolidation would reasonably be expected to prevent or materially delay the consummation of the Merger.

(a)

Subject to Section 6.3, (i) the Company (prior to the Effective Time) and the Securityholders’ Representative shall consult with Parent, and Parent shall consult with the Company (prior to the Effective Time) and the Securityholders’ Representative (as of and after the Effective Time), before issuing any press release or otherwise making any public statement or making any other public disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement and the Transactions, and (ii) no Party or its Affiliates (including for the avoidance of doubt, the Rome Group) shall issue any such press release or make any such public statement or disclosure without the prior written approval of Parent (in the case of the Securityholders’ Representative, the Company and their respective Affiliates (including the Rome Group)), the Company (in the case of Parent and its Affiliates prior to the Effective Time) or the Securityholders’ Representative (in the case of Parent and its Affiliates following the Effective Time), except as permitted by Section 7.4(b); provided that such Parties may make public statements or disclosures only to the extent that they are consistent with previous press releases, public disclosures or public statements made by the Parties in compliance with this Section 7.4.

(b)

Each Party may disclose such information as may be required by applicable Law or Order, including those incident to the listing of securities on a stock exchange or governing disclosure of publicly traded companies in the United States, without the consent of the other Parties; provided further that the Party disclosing such information shall (i) only disclose such information as is required by such applicable Law or Order and (ii) to the extent permitted by applicable Law or Order, provide reasonable advance notice to (A) Parent (in the case of the Company prior to the Effective Time, or the Securityholders’ Representative), (B) the Company (in the case of Parent or Merger Sub prior to the Effective Time) and (C) the Securityholders’ Representative (in the case of Parent or Merger Sub as of an after the Effective Time) of the intended disclosure and the content of that disclosure and shall permit (1) Parent (in the case of the Company prior to the Effective Time, or the Securityholders’ Representative), (2) the Company (in the case of Parent or Merger Sub prior to the Effective Time) and (3) the Securityholders’ Representative (in the case of Parent or Merger Sub as of and after the Effective Time) the opportunity to comment on any such disclosure; provided, further, however, that Parent and its Affiliates will be entitled to communicate regarding the Transaction with its and its Affiliates’ existing or prospective limited partners, investors and prospective investors in the Ordinary Course, including in connection with their respective fund raising, marketing, informational or reporting activities, provided that such parties are bound by obligations of confidentiality with respect to such communications that are at least as restrictive as the obligations of confidentiality set forth in the Confidentiality Agreement.

(a)

From time to time after the Closing, subject to the terms and conditions of this Agreement (including Exhibit I), Parent shall pay or cause to be paid any amounts owing pursuant to Exhibit I to the Securityholders, such payment obligations (if any) to be governed by the terms and conditions of Exhibit I, this Section 7.5 and Section 3.13.

(b)

Parent, the Company and the Securityholders’ Representative shall (and shall cause their respective Affiliates to) provide each other with such cooperation and assistance as may be reasonably requested in writing by any of them in connection with the preparation of any Tax Return, any audit or other examination by any Tax Authority, or any judicial or administrative proceedings relating to liability for Taxes of or relating to any member of the Company Group, and until the seventh anniversary of the Closing Date, each shall retain and provide the other with any available records or information which may be necessary for such Tax Return audit, or examination, proceedings or determination. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its Affiliates shall be entitled to any Tax Return of the Shareholders or any of their Affiliates that is filed on a combined, consolidated, affiliated, unitary or similar basis (other than such Tax Returns including only members of the Company Group) or any information with respect to the Tax matters of any Person other than a member of the Company Group.

(c)

For purposes of this Agreement, any Taxes of the Company Group with respect to any Straddle Period will be apportioned between the portion of such Straddle Period up to and including the Closing Date and the portion of such Straddle Period that begins after the Closing Date and the amount of Taxes for such Straddle Period apportioned to the Pre-Closing Tax Period will be (i) in the case of any property, ad valorem or similar Taxes, the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in such Straddle Period through and including the Closing Date and the denominator of which is the total number of days in such Straddle Period and (ii) in the case of any other Tax, the amount of Taxes determined based on a closing of the books at the end of the day on the Closing Date. For purposes of this allocation, any exemption, deduction, credit or other attribute for a Straddle Period will be allocated in the same manner as described in the previous sentence.

(d)

Notwithstanding anything to the contrary herein, all transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the Transactions (collectively, “Transfer Taxes”) shall be paid by Parent when due, and Parent will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes. For the avoidance of doubt, [***] of such Transfer Taxes will be included as Transaction Expenses.

(a)

On the Closing Date (immediately prior to Closing), the Company shall terminate, or cause to be terminated, the employment of each Person set forth on Section 7.7(a) of the Company Disclosure Schedule (each such Person, a “Non-Continuing Employee”) in full compliance with applicable Law. The Company will give all notices and other information required to be given (which notices and information will be in form and substance reasonably satisfactory to Parent) to such service providers and any applicable governmental body, whether under the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA, and otherwise under any other applicable Law.

(b)

Prior to the Closing, the Company shall accrue or pay all unpaid compensation and entitlements under any benefits or employee-related plans, including wages, bonuses, commissions, fees, accrued or other vacation benefits, termination costs, severance pay, notice pay and benefits (including accelerated vesting) and any other related obligations or liabilities owed by the Company (or any member of the Company Group) to each Non-Continuing Employee (collectively, the “Accrued Non-Continuing Employee Amounts”). With respect to each Non-Continuing Employee, the Company shall offer severance benefits consisting of (i) a cash amount equal to the sum of six (6) months of such Non-Continuing Employee’s base salary payable by the Company Group and (ii) continued healthcare coverage for such Non-Continuing Employee and such Non-Continuing Employee’s dependents under the PEO Benefit Plans during the period commencing on the Closing Date and ending on the six (6) month anniversary thereof or, if earlier, the date on which such Non-Continuing Employee becomes eligible for coverage under a subsequent employer’s group health plan, subject to such Non-Continuing Employee’s valid election to continue healthcare coverage under Section 4980B of the Code, at the active employee rates for such coverage; provided that as a condition to such Non-Continuing Employee’s receipt of such severance benefits, such employee shall (x) have executed an irrevocable waiver and general release of claims, including age discrimination claims (which shall be in form and substance reasonably satisfactory to Parent) (each, a “Non-Continuing Employee Release”), (y) have executed and complied with the terms of his or her separation agreement, which such agreement shall require the employee to reasonably cooperate with Parent in the transition of his or her duties, and (z) have provided banking account and other information required to facilitate the payment of such severance obligations (the conditions in clauses (x), (y) and (z), the “Severance Conditions”). The Company shall provide Parent a schedule of the severance obligations and information necessary to facilitate payment (including information related to withholding, employment, social security, and other applicable Taxes) no later than fifteen (15) Business Days prior to the Closing Date. Immediately prior to the Closing, the Company shall prepare a special payroll run to pay all unpaid Accrued Non-Continuing Employee Amounts as of the Closing Date to all Non-Continuing Employees; provided, however, that the Company shall not pay or allow to be paid prior to or at the Closing any severance benefits (other than any such amounts as are required to be paid under applicable Law) to any Non-Continuing Employee prior to receiving such Non-Continuing Employee Release and such Non-Continuing Employee Release being effective.  If the Severance Conditions are satisfied and any such Non-Continuing Employee Release becomes effective following the Closing, Parent shall cause to be paid the cash amount described in clause (i) above in a lump sum not later than the first applicable regularly scheduled payroll date that occurs after the Severance Conditions are satisfied and the Non-Continuing Release has become effective, and at least 10 Business Days following the Closing Date.

(c)

Parent agrees that for a period of twelve (12) months after the Closing Date (the “Comparability Period”), Parent shall, or shall cause one of its Affiliates (including the Company Group) to, provide each Company Group Employee employed on the date of this Agreement who continues in the employ of Parent or any of its Affiliates (including the Company Group) immediately following the Closing Date (each such Company Group Employee, a “Continuing Employee”) for so long as such Continuing Employee remains in the employ of Parent or any of its Affiliates (including the Company Group) with compensation and benefits that are substantially comparable in the aggregate than those provided to similarly situated employees of Parent and its Affiliates. Without limiting the generality of this Section 7.7, with respect to any Continuing Employee whose employment is terminated by Parent or any of its Affiliates (including the Company Group) during the Comparability Period, Parent shall, or shall cause its Affiliates (including the Company Group) to, offer severance benefits equal to (i) a cash amount equal to the sum of six (6) months of such employee’s base salary payable by the Company Group and (ii) continued healthcare coverage for such Continuing Employee and such Continuing Employee’s dependents under a health plan of Parent or any of its Affiliates (including the Company Group) during the period commencing on such employee’s termination date and ending on the six (6) month anniversary thereof or, if earlier, the date on which such employee becomes eligible for coverage under a subsequent employer’s group health plan, subject to such employee’s valid election to continue healthcare coverage under Section 4980B of the Code, at the active employee rates for such coverage; provided that (x) Parent shall not be obligated to pay such severance benefits if such Continuing Employee’s employment has been terminated for cause, as determined by Parent in its reasonable discretion, and (y) as a condition to such Continuing Employee’s receipt of such severance benefits, such employee shall (A) have executed an irrevocable waiver and general release of claims in favor of the Company Group and their predecessors, successors, parents and Affiliates, and all their respective present and former officers, directors, employees, agents and representatives, which release must become effective and irrevocable in accordance with its terms prior to the payment of such severance benefits, and (B) have executed and complied with the terms of his or her separation agreement, which such agreement shall require the employee to reasonably cooperate with Parent in the transition of his or her duties.

(d)

Parent shall, or shall cause its Affiliates to, give each Continuing Employee credit for purposes of eligibility to participate, level of paid time off, eligibility for severance benefits, and vesting of retirement benefits (but not benefit accrual) under any employee benefit plans or arrangements of Parent or any of its Affiliates for such Continuing Employee’s service with the Company Group and with any predecessor employer, to the same extent and for the same purpose as credited under the analogous Benefit Plan as of immediately prior to the Closing Date, except to the extent such credit would result in the duplication of benefits for the same period of service. Parent shall, or shall cause its Affiliates to, use commercially reasonable efforts to (i) waive for each Continuing Employee in the U.S. and his or her dependents, any waiting period provision, payment requirement to avoid a waiting period, pre-existing condition limitation, actively-at-work requirement and any other restriction that would prevent immediate or full participation under the health and welfare plans of Parent or any of its Affiliates applicable to such Continuing Employee to the extent such waiting period, pre-existing condition limitation, actively-at-work requirement or other restriction would not have been applicable to such Continuing Employee under the terms of the corresponding Benefit Plans that are group health plans and (ii) give full credit for the plan year that ends on December 31, 2024, under the group health plans of Parent and its Affiliates applicable to each Continuing Employee in the U.S. and his or her dependents for co-payments, deductibles and similar payments made or incurred by a Continuing Employee in the U.S. prior to the Closing that were credited to such person under the corresponding Benefit Plan in the same for the plan year that began on July 1, 2024, and for any lifetime maximums or out-of-pocket maximums that were credited to such person under the corresponding Benefit Plan for the plan year that began on July 1, 2024, in each of clauses (i) and (ii), as if there had been a single continuous employer.

(e)

Unless otherwise requested in writing by Parent, no later than ten (10) Business Days prior to the Closing Date, the Company will terminate, or cause to be terminated, effective as of the day prior to the Closing Date and contingent upon the occurrence of the Closing Date, participation of the members of the Company Group and the ERISA Affiliates in all PEO Benefit Plans; provided that, in connection with such termination, the Company shall obtain the PEO’s agreement to provide COBRA continuation coverage to (i) each Company Group Employee (and his or her eligible dependents) who has elected COBRA continuation coverage prior to the Effective Time, (ii) each Company Group Employee (and his or her eligible dependents) who has a right to elect COBRA continuation coverage on account of a qualifying event (within the meaning of COBRA) that occurred prior to the Effective Time; and (iii) each Non-Continuing Employee. The Company shall provide Parent with evidence that participation of the Company Group and the ERISA Affiliates in such PEO Benefit Plans has been terminated pursuant to resolutions of the Company Board or any applicable authorized committee thereof and pursuant to such additional written instruments as are required by the PEO to effect such termination. The form and substance of such resolutions (and other written instruments, as applicable) shall be subject to review and comment by Parent. The Company also shall take such other actions in furtherance of terminating the participation of each member of the Company Group and the Company ERISA Affiliates in the PEO Benefit Plans as Parent may reasonably require. In the event that termination of the participation of any member of the Company Group (or participation of any ERISA Affiliate) in any PEO Benefit Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees, then the Company shall take such actions as are necessary to reasonably estimate the amount of such charges or fees and provide such estimate in writing to Parent.

(f)

Unless otherwise requested in writing by Parent, no later than ten (10) Business Days prior to the Effective Time, the Company Board (or the appropriate committee thereof) shall take actions necessary to terminate (or if such plan is a multiple employer plan terminate the Company’s participation in or spin-off and terminate) any Company Benefit Plan intended to include a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code, such termination to be effective as of the day prior to the Closing Date and contingent upon the occurrence of the Effective Time. The Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable review and comment by Parent).

(g)

Effective not later than the Closing Date, Parent shall have in effect a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (and a related trust exempt from tax under Section 501(a) of the Code) (the “Parent 401(k) Plan”). Each Continuing Employee participating in a Benefit Plan that is a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (a “Rome 401(k) Plan”) immediately prior to the Closing Date who satisfies the eligibility requirements of the Parent 401(k) Plan shall be eligible to enroll in the Parent 401(k) Plan as soon as commercially reasonable following the Closing Date. Subject to applicable Law, if elected by such Continuing Employee in accordance with applicable Law, Parent shall cause the Parent 401(k) Plan to, following the Closing Date and contingent upon the occurrence of the Effective Time, accept a “direct rollover” to such Parent 401(k) Plan of the account balances (including outstanding loans, provided that any Person who wishes to roll over an outstanding loan must comply with applicable Law and all applicable deadlines and administrative rules of the Parent 401(k) Plan) in the Rome 401(k) Plan of such Continuing Employee.

(h)

Prior to the Closing Date, the Company will make all required contributions and pay all premiums required under each Benefit Plan which are due on or before the Closing Date.

(i)

Parent and the Company each agree that any broad-based communications proposed to be delivered by the Company, on the one hand, and Parent or its Affiliates, on the other hand, to the Company Group Employees before the Closing Date regarding the matters contained in this Agreement or the Transactions or otherwise respecting any changes or potential changes in employee benefit plans, practices or procedures that may or will occur in connection with the Transactions shall be subject to the prior approval of Parent or the Company, as applicable, which approval shall not be unreasonably withheld or delayed.

(j)

[***].

(k)

Parent agrees to, or to cause its Affiliates to, honor each employment agreement and arrangement and each retention, milestone and transaction agreement or arrangement between the Company Group and any Company Group Employee, in each case, that is a material Benefit Plan set forth on Section 4.13(a) of the Company Disclosure Schedule as in effect as of the Execution Date or entered into following the Execution Date in accordance with Section 6.2(m), including with respect to any payments, benefits or rights arising as a result of the Transactions (either alone or in combination with any other event) as provided therein.

(l)

[***].

(m)

Nothing in this Section 7.7 shall (i) be construed as an amendment or other modification of, or the establishment or termination of, any Company Benefit Plan, Benefit Plan or other benefit or compensation plan, agreement or arrangement, (ii) obligate Parent or any of its Affiliates to retain the employment of any particular employee of the Company or any of its Subsidiaries following the Closing, (iii) give any Third Party any right to enforce the provisions of this Agreement or any remedies under this Agreement or (iv) limit the right of any member of the Company Group or Parent and its Affiliates to amend, terminate or otherwise modify any Company Benefit Plan, Benefit Plan or other benefit or compensation plan, agreement or arrangement.

(a)

Parent shall cause the Surviving Company and its Subsidiaries to honor and fulfill, in all respects, the obligations of the Company Group pursuant to the Constitutive Documents of each member of the Company Group, in each case, as in effect on the Execution Date and to any indemnification agreement between any member of the Company Group, on the one hand, and any of its current or former directors, managers (such term being used in this Section 7.8 to only refer to persons who are the equivalent of a director) or officers (each, a “D&O Indemnified Party” and collectively, the “D&O Indemnified Parties”), on the other hand, in effect as of the Execution Date and made available to Parent prior to the Execution Date with respect to indemnification, exculpation and advancement of expenses for any act or omission by any such D&O Indemnified Party in their capacities as such or as a director, manager or officer of another corporation, partnership, joint venture, trust or other enterprise serving at the request of any member of the Company Group occurring at or prior to the Closing. In addition, during the period commencing at the Closing and ending on the sixth anniversary of the Closing, Parent shall cause the Surviving Company and each of its Subsidiaries to cause the Constitutive Documents of the Surviving Company or such Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Constitutive Documents of each such member of the Company Group as of the Execution Date. During such six (6)-year period, such provisions may not be repealed, amended or otherwise modified in any manner adverse to the D&O Indemnified Parties except as required by applicable Law. Without limiting the generality of the foregoing provisions of this Section 7.8(a), following the Closing, Parent shall, and shall cause the Surviving Company and each of its Subsidiaries, as applicable, to, defend, indemnify and hold harmless, to the fullest extent permitted by applicable Law, each D&O Indemnified Party from and against, in an amount not to exceed [***] dollars in the aggregate for all D&O Indemnified Parties and all Actions combined, any cost, fee and expense (including the advancement of and indemnification for reasonable attorneys’ fees and investigation expenses), judgment, fine, loss, claim, damages, liability and amount paid in settlement or compromise in connection with any Action arising out of or relating to any of the Transactions, in each case, to the extent that such Action pertains to actions or omissions, or alleged actions or omissions, occurring prior to or at the Closing.  None of Parent, the Surviving Company or any of its Subsidiaries shall settle, compromise or consent to the entry of any judgment on any claim to the extent brought against a D&O Indemnified Party in any threatened or actual Action for which claim indemnification could be sought by such D&O Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnified Party from all liability arising out of such claim or such D&O Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent.

(b)

The Company may (and if the Company is unable to do so, Parent shall) obtain, effective as of the Effective Time, a prepaid non-cancelable run-off insurance policy of not less in the aggregate than the existing coverage amount for a period of six (6) years from and after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all of the D&O Indemnified Parties on or prior to the Closing Date (the “D&O Insurance”), which policy shall contain terms and conditions no less favorable to the insured persons than the directors’, managers’ or officers’ liability coverage presently maintained by each member of the Company Group.

(c)

The covenants contained in this Section 7.8 are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other right to which a D&O Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. In the event that Parent, any member of the Company Group or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation, company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns or transferees of Parent or any member of the Company Group, as the case may be, shall succeed to the obligations set forth in this Section 7.8.

(a)

During the Pre-Closing Period, the Company shall not, and shall cause its Affiliates and its and their respective directors, officers, employees, advisors, agents and other Representatives not to, directly or indirectly, initiate, solicit, propose, knowingly encourage or knowingly facilitate, discuss or negotiate with any Person (other than Parent and its Affiliates and Representatives) any inquiry, offer or proposal concerning, or that would reasonably be expected to lead to, (i) any business combination transaction (including any merger, consolidation, joint venture, partnership or other similar transaction) with or involving, directly or indirectly, any member of the Company Group, (ii) any purchase, sale or issuance of Shares or other Equity Securities of the Company or any Company Subsidiary, in each case, other than as permitted under Section 6.2, or (iii) any purchase, sale or license of ten percent (10%) or more of the Company Group’s consolidated assets (any such offer or proposal, an “Acquisition Proposal”), or furnish or disclose any non-public information relating to any member of the Company Group or the business of the Company Group to any Person in connection with an Acquisition Proposal, or approve or authorize or enter into any agreement, arrangement or understanding (whether written or oral, binding or non-binding) with respect to, or that would reasonably be expected to lead to, an Acquisition Proposal. The Company shall promptly, and shall promptly cause its Affiliates and its and their respective directors, officers, employees, advisors, agents and other Representatives to, cease any existing solicitations, discussions or negotiations with any Person (other than Parent and its Representatives) that has made an Acquisition Proposal.

(b)

The Company shall promptly, and in no event later than two (2) days after the Execution Date, (i) cause to be terminated all access to any electronic data room relating to the Company, any Company Subsidiary or the business of the Company Group (other than with respect to Parent and its Affiliates and Representatives) and (ii) request each Person who has executed a confidentiality agreement or similar instrument with Rome, the Company or any of their respective Affiliates in connection with such Person’s consideration of an Acquisition Proposal (other than Parent and its Affiliates and Representatives) to return or destroy all non-public information furnished to that Person by or on behalf of Rome, the Company or any of their respective Affiliates in accordance with the terms of such confidentiality agreement. If any Affiliates of the Company or any of the directors, officers, employees, advisors, agents or other Representatives of the Company or any of its Affiliates takes any action that the Company is obligated by this Section 7.11 to cause such Affiliate or other Person to take or not take, the Company shall be deemed to have breached this Section 7.11.

(a)

Parent, on behalf of itself and each of its Affiliates (including Merger Sub and the Company Group), or any Person claiming by, through or for the benefit of any of them, and each of their respective successors and assigns (each, a “Parent Releasing Party” and, together with Parent, the “Parent Releasing Parties”), hereby irrevocably, unconditionally and completely waives and releases and forever discharges each Shareholder (other than Rome) and its past, present and future Affiliates and Representatives and each of their respective heirs, executors, administrators, successors and assigns (such released Persons, the “Shareholder Releasees”), in each case, subject to the execution and delivery by such Shareholder of the Written Consent, from any and all actions, causes of action, suits, arbitrations, other Actions, demands, debts, Contracts, promises, Liabilities and damages of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, direct, derivative, vicarious or otherwise, whether based in contract, tort, or other legal, statutory, or equitable theory of recovery, each as though fully set forth at length herein (collectively, “Claims”) which such Parent Releasing Party now has or may hereafter have against the Shareholder Releasees, or any of them, by reason of any matter, cause, act, omission or thing whatsoever in any way arising out of, based upon, or relating to the applicable Shareholder’s ownership of Shares, the organization of any member of the Company Group prior to the Closing, or the operation of the business of the Company Group prior to the Closing (excluding the items in (i)–(iii) below, the “Shareholder Released Matters”), other than, in each case, (i) any rights, claims or remedies of any Parent Releasing Party under this Agreement, any other Transaction Document or any other written agreement (including, for the avoidance of doubt, any such Contracts relating to any Specified Assumed Obligations) in effect between Parent and the applicable Shareholder (or their respective Affiliates) after the Closing, or any enforcement thereof, (ii) any rights, claims or remedies of any Parent Releasing Party that, under applicable Law, cannot be waived or (iii) in the case of Fraud.  Parent shall not make, and Parent shall not permit any of its Affiliates to make, and Parent covenants never to, and to cause its Affiliates not to, assert or voluntarily assist any Person in asserting any Claim, or commence any Action asserting any Claim, including any Claim for contribution or indemnification, against any of the Shareholder Releasees with respect to any Shareholder Released Matters.

(b)

Parent, on behalf of itself and the other Parent Releasing Parties, acknowledges that it is familiar with Section 1542 of the Civil Code of the State of California (“Section 1542”), which provides as follows:

(c)

Parent, on behalf of itself and the other Parent Releasing Parties, hereby waives and relinquishes on behalf of itself, its heirs, executors, administrators, successors and assigns any rights and benefits that it or any Parent Releasing Party respectively may have under Section 1542 or any similar statute or common law principle of any jurisdiction.  Parent, on behalf of itself and the other Parent Releasing Parties, acknowledges that it may hereafter discover facts in addition to or different from those that such party now knows or believes to be true with respect to the subject matter of the release set forth in Section 7.16(a) or Section 7.16(b), as applicable, but it is the intention of the Parent Releasing Parties to fully and finally and forever settle and release any and all Claims of any type that such party has had, now has or might now have with respect to the Shareholder Released Matters, as the case may be, and as set forth in Section 7.16(a) and Section 7.16(b) respectively.  In furtherance of this intention, the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional or different facts.

(d)

Parent represents and warrants that there has been no assignment or other transfer of any interest in any Claim arising out of or based upon any of the Shareholder Released Matters which any Parent Releasing Party may have against any of the Shareholder Releasees, and Parent agrees to indemnify and hold the Shareholder Releasees harmless from, and compensate and reimburse them for, any liability, Claims or damages incurred as a result of any Person asserting any such assignment or transfer of any rights or Claims under any such assignment or transfer from such party.

(e)

Parent represents and warrants that neither it nor any other Parent Releasing Party has filed, and Parent shall not, and shall cause each Parent Releasing Party not to, file or otherwise seek to assert or assist any other Person in filing or otherwise seeking to assert, nor as of the date hereof has, any Claim arising out of or based upon any of the Shareholder Released Matters against any of the Shareholder Releasees. Parent agrees that if any Parent Releasing Party hereafter commences, joins in, or in any manner seeks relief through any Action arising out of, based upon, or relating to any of the Claims released under Section 7.16(b), or in any manner asserts against the Shareholder Releasees any of the Claims released under Section 7.16(b), including through any motion to reconsider, reopen or appeal the dismissal of the Action, and the Shareholder Releasees are the prevailing party in such Action, then Parent shall pay to the Shareholder Releasees against whom such Claim(s) is asserted all damages incurred by such Shareholder Releasees in defending or otherwise responding to such Claim.

(a)

HSR Act. (i) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and (ii) any agreement with a Governmental Authority entered into in accordance with Section 7.2 not to consummate, or to delay the consummation of, the Merger shall, in each case, have expired or been terminated.

(b)

No Legal Restraints. No Governmental Authority of competent jurisdiction shall have (i) issued any Order after the Execution Date (whether preliminary or permanent) or (ii) enacted any Law after the Execution Date, in each case that remains in effect or pending and makes illegal, enjoins, restrains or otherwise prohibits consummation of the Merger (collectively, “Legal Restraints”).

(a)

Representations and Warranties. (i) The representations and warranties of the Company set forth in Article IV (other than any Fundamental Representations and the representation set forth in Section 4.9(b)) shall be true and correct in all respects as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case the accuracy of such representations and warranties shall be determined as of such date), without regard to any materiality or Company Material Adverse Effect qualifications or words of similar import contained therein, except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) the Fundamental Representations shall be true and correct (A) in all respects, in the case of any Fundamental Representations to the extent they are qualified within the text thereof by any materiality or Company Material Adverse Effect qualifications or (B) in all material respects, in the case of any Fundamental Representations to the extent they are not so qualified within the text thereof by any such materiality or Company Material Adverse Effect qualifications, in each case as of the Closing Date as though made on and as of such date (except (A) that the representations and warranties in Section 4.4(a) and the first two sentences of Section 4.4(b) shall be true and correct in all but de minimis respects and (B) to the extent such representations and warranties are specifically made as of a particular date, in which case the accuracy of such representations and warranties shall be determined as of such date).

(b)

Performance of Obligations of the Company. The Company shall have performed or complied with in all material respects all agreements and covenants required to be performed by or complied with by it under this Agreement on or prior to the Closing Date.

(c)

No Company Material Adverse Effect.  Since the date of this Agreement, there shall have been no Company Material Adverse Effect.

(d)

Officer’s Certificate. Parent shall have received a certificate, dated as of the Closing Date and signed on behalf of the Company by an officer of the Company, stating that the conditions specified in Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.

(e)

Escrow Agreement and Paying Agent Agreement. The Securityholders’ Representative shall have executed and delivered executed counterparts to the Escrow Agreement and the Paying Agent Agreement.

(f)

No Action. There shall not be pending by any Governmental Authority any Action under any Antitrust Laws challenging or seeking to restrain, prohibit, prevent, enjoin or delay the Merger or seeking to obtain from Parent or any of its Affiliates any damages in connection with the Merger.

(g)

Agreement Terminations. Each of [***].

(h)

Shareholder Approval. The Requisite Shareholder Approval shall remain in full force and effect.

(a)

Representations and Warranties. (i) The representations and warranties of Parent and Merger Sub set forth in Article V (other than the representations and warranties of Parent and Merger Sub set forth in Sections 5.1, 5.2, and 5.6) shall be true and correct in all respects as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case the accuracy of such representations and warranties shall be determined as of such date), without regard to any materiality or Parent Material Adverse Effect qualifications or words of similar import contained therein, except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and (ii) the representations and warranties of Parent and Merger Sub set forth in Sections 5.1, 5.2(a), and 5.6 shall be true and correct (A) in all respects, in the case of any such representations to the extent they are qualified within the text thereof by any materiality or Parent Material Adverse Effect qualifications or (B) in all material respects, in the case of any such representations to the extent they are not so qualified within the text thereof by any such materiality or Parent Material Adverse Effect qualifications, in each case as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case the accuracy of such representations and warranties shall be determined as of such date).

(b)

Performance of Obligations of Parent. Each of Parent and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required to be performed by or complied with by it under this Agreement on or prior to the Closing Date.

(c)

Officer’s Certificate. The Company shall have received a certificate, dated as of the Closing Date and signed on behalf of each of Parent and Merger Sub by an executive officer of each such entity, as applicable, stating that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfied.

(d)

Escrow Agreement and Paying Agent Agreement. Parent shall have executed and delivered executed counterparts to the Escrow Agreement and the Paying Agent Agreement.

(a)

by mutual written consent of Parent and the Company;

(b)

by either Parent or the Company if the Merger shall not have been consummated by 11:59 p.m. (Eastern Time) on the date that is six (6) months from the Execution Date (the “End Date”); provided, however, that if as of 11:59 p.m. (Eastern Time) on the date that is six (6) months from the Execution Date, any of the conditions set forth in Section 8.1(a), Section 8.1(b) (if such Order arises under, or such Law is, an Antitrust Law) or Section 8.2(f) have not been satisfied or waived (to the extent permitted by applicable Law), then either Parent or the Company may elect, in its respective sole discretion, by delivering written notice to such other Party no later than the End Date, to extend the End Date to 11:59 p.m. (Eastern Time) on the date that is nine (9) months from the Execution Date (in which case, such date shall become the End Date for all purposes of this Agreement); provided, further, that, notwithstanding the ability of either Parent or the Company to extend the End Date pursuant to the immediately preceding proviso, if as of 11:59 p.m. (Eastern Time) on the date that is one hundred and ten (110) days from the Execution Date, any of the conditions set forth in Section 8.1(a), Section 8.1(b) (if such Order arises under, or such Law is, an Antitrust Law) or Section 8.2(f) have not been satisfied or waived (to the extent permitted by applicable Law), then either Parent or the Company may elect, in its respective sole discretion, to terminate this Agreement by written notice to such other Party; provided, further, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any Party (which shall include in the case of Parent, Parent and Merger Sub) whose breach or failure to perform any of its representations, warranties, covenants or agreements under this Agreement has been the primary cause of the failure of the Merger to have been consummated on or before the End Date;

(c)

by either Parent or the Company if any Legal Restraint permanently preventing or prohibiting consummation of the Merger shall have been issued or enacted, shall be in effect and shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(c) shall not be available to any Party (which shall include, in the case of Parent, Parent and Merger Sub) whose breach or failure to perform any of its representations, warranties, covenants or agreements contained in this Agreement been the primary cause of such Legal Restraint;

(d)

by Parent, if there has been a breach of or failure to perform any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, which breach or failure to perform (i) would cause the conditions set forth in Section 8.2(a) or 8.2(b) not to be satisfied and (ii) if curable, shall not have been cured upon the earlier of (A) thirty (30) days following receipt by the Company of written notice from Parent of such breach or failure to perform and (B) three (3) Business Days prior to the End Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 9.1(d) if Parent or Merger Sub is then in breach of its respective representations, warranties, covenants or agreements contained in this Agreement, and such breach would give rise to the failure of a condition set forth in Section 8.3(a) or 8.3(b) to be satisfied at Closing (assuming for this purpose that Closing were to occur on the date of the applicable attempted termination);

(e)

by the Company, if there has been a breach of or failure to perform any representation, warranty, covenant or agreement on the part of Parent or Merger Sub set forth in this Agreement, which breach or failure to perform (i) would cause the conditions set forth in Section 8.3(a) or 8.3(b) not to be satisfied and (ii) if curable, shall not have been cured upon the earlier of (A) thirty (30) days following receipt by Parent of written notice from the Company of such breach or failure to perform and (B) three (3) Business Days prior to the End Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 9.1(e) if the Company is then in breach of its respective representations, warranties, covenants or agreements contained in this Agreement, and such breach would give rise to the failure of a condition set forth in Section 8.2(a) or 8.2(b) to be satisfied at Closing (assuming for this purpose that Closing were to occur on the date of the applicable attempted termination).

(a)

By virtue of the adoption and approval of this Agreement and the Statutory Merger Agreement by the Shareholders, the Shareholders hereby irrevocably appoint, and by participating in the Merger and receiving the benefits thereof, including the right to receive the applicable Merger Consideration, each other Securityholder is hereby deemed to irrevocably appoint, with effect as of the Effective Time, Roivant Sciences Ltd. as the Securityholders’ Representative and as the true and lawful representative, attorney-in-fact and exclusive agent for all purposes in connection with this Agreement (including, for the avoidance of doubt, Exhibit H, Exhibit I, the Consideration Spreadsheet, the Post-Closing Payment Spreadsheet, the Escrow Agreement, the Paying Agent Agreement and any other agreement entered into or document delivered by the Securityholders’ Representative in connection with the Transactions (the “SR Agreements”)). As between the Securityholders’ Representative and the Securityholders, the Securityholders’ Representative shall have full power and authority to take all actions under the SR Agreements on behalf on the Securityholders or any Securityholder. The Securityholders’ Representative shall take any and all actions which it believes are necessary or appropriate under, including giving and receiving any notice or instruction permitted or required under, any SR Agreement by the Securityholders’ Representative, and shall have, and is hereby granted the exclusive power, on behalf of the Securityholders, to take the following actions: (i) interpreting all of the terms and provisions of any SR Agreement, (ii) authorizing payments to be made with respect hereto or thereto, (iii) obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of or incurred by the Securityholders’ Representative in connection with the SR Agreements, (iv) making any and all determinations with respect to, and acting for the Securityholders with respect to any and all matters pertaining to, any potential post-closing adjustments pursuant to Section 3.10 (including whether to submit a Dispute Notice and whether and how to settle any potential dispute relating to the Adjusted Closing Date Statement), (v) making any and all determinations with respect to, and acting for the Securityholders with respect to any and all matters pertaining to, any potential Contingent Payments (including whether the underlying Milestone Event has been achieved), (vi) making any and all determinations with respect to, and acting for the Securityholders with respect to any and all matters pertaining to, any other Post-Closing Payments (including with respect to the Post-Closing Payment Spreadsheet) or claims or disputes with Parent or the Surviving Company, (vii) enforcing the rights of the Securityholders hereunder or under any other SR Agreement, (viii) conducting negotiations with Parent, the Surviving Company and their respective agents regarding any actual or potential Actions, (ix) receiving and accepting service of process on behalf of the Securityholders in connection with any Actions under this Agreement or any other SR Agreement, (x) dealing with Parent and the Surviving Company under this Agreement or any other SR Agreement, (xi) authorizing, executing, delivering and effectuating any amendments, waivers or other modifications to the terms of this Agreement, including any amendments, waivers or modifications relating to the terms or amounts of, or otherwise relating to, any Post-Closing Payments or Post-Closing Payment Exercise Amounts, or any other SR Agreement, (xii) taking any other actions specified in or contemplated by this Agreement or any other SR Agreement and (xiii) engaging counsel, accountants or other representatives in connection with the foregoing matters. The Securityholders’ Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Agreement.

(b)

The Securityholders’ Representative may resign at any time by giving written notice thereof to Parent specifying a date when such resignation will take effect, which notice will be sent at least thirty (30) days prior to the date so specified; provided that if the Securityholders’ Representative resigns as provided herein and a replacement is not approved by the Securityholders holding at least a majority of the then applicable Closing Fully Diluted Share Number or Post-Closing Fully Diluted Share Number, as the case may be, prior to the expiration of the thirty (30) day notice period, Parent may unilaterally appoint a temporary replacement Securityholders’ Representative until such Securityholders so approve a replacement. The immunities and rights to indemnification shall survive the resignation of the Securityholders’ Representative.

(c)

Notwithstanding anything in this Agreement to the contrary, the Securityholders’ Representative may, at any time in its sole discretion, assign any or all of its rights or delegate any or all of its obligations under this Agreement to a nationally recognized securityholder representation firm (including, for the avoidance of doubt, Shareholder Representative Services LLC), the fees and expenses of which firm shall constitute Representative Losses for all purposes hereunder.

(a)

In the performance of its duties hereunder, the Securityholders’ Representative shall be entitled to (i) rely upon any signature, document or instrument reasonably believed to be genuine, accurate as to content and signed by any Securityholders or any party hereunder and (ii) assume that any Person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so.

(b)

After the Closing, any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Securityholders’ Representative with respect to any matter within the Securityholders’ Representative’s authorization under this Article X shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Securityholders and shall be final, binding and conclusive upon each such Securityholder; and Parent, the Company, the Surviving Company, the Paying Agent and the Escrow Agent shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Securityholder. Parent, the Company, the Surviving Company, the Paying Agent and the Escrow Agent are hereby relieved from any liability to any Person for any acts done (or purported to be done) by them in accordance or reliance upon the actions of the Securityholders’ Representative, including with respect to any notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Securityholders’ Representative. Without limiting the foregoing, notwithstanding anything to the contrary in this Agreement, Parent may rely on the Consideration Spreadsheet and each Post-Closing Payment Spreadsheet with respect to the amount and allocation of each payment with respect to the Merger Consideration, or other payments hereunder, to each Securityholder, each Securityholder acknowledges and agrees that neither Parent nor any of its Affiliates (including the Company Group) shall have any additional obligation under this Agreement (or any Constitutive Document, Contract or Benefit Plan or otherwise) with respect to payment of the Merger Consideration or other payments hereunder so long as they are made consistent with the Consideration Spreadsheet or applicable Post-Closing Payment Spreadsheet or, if applicable, other written direction from the Securityholders’ Representative.

(a)

Securityholders representing a majority of the then applicable Closing Fully Diluted Share Number or Post-Closing Fully Diluted Share Number, as the case may be, of the Securityholders shall have the right at any time to remove or replace the then-acting Securityholders’ Representative and to appoint a successor Securityholders’ Representative reasonably acceptable to Parent; provided that neither such removal of the then-acting Securityholders’ Representative nor such appointment of a successor Securityholders’ Representative shall be effective until the delivery to Parent of executed counterparts of a writing signed by such majority of the Securityholders with respect to such removal and appointment, together with an acknowledgement signed by the successor Securityholders’ Representative appointed in such writing that he, she or it accepts the responsibility of successor Securityholders’ Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Securityholders’ Representative.

(b)

Each successor Securityholders’ Representative shall have all of the power, authority, immunities, indemnities, rights and privileges conferred by any SR Agreement upon the original Securityholders’ Representative, and the term “Securityholders’ Representative” as used herein shall be deemed to include any interim or successor Securityholders’ Representative.

(a)

Except in the case of claims alleging Fraud, there shall be no liability under this Article XI for any amount in excess of the amounts available for recovery specified in Section 11.6(a).

(b)

The amount of any Damages for which indemnification is provided under this Agreement shall be net of any amounts actually recovered with respect to such Damages under or from (i) insurance policies, in excess of the sum of (A) reasonable out-of-pocket costs and expenses relating to collection under such policies, (B) any incremental increase in premiums directly resulting therefrom and (C) any deductible or retention associated therewith, (ii) any net Tax benefit realized by such Parent Indemnified Party, as determined by Parent in its sole discretion, on account of such Damages in the taxable year in which such Damages arise and (iii) any other source (net of any costs to recover such amounts); provided that no Parent Indemnified Party shall have any obligation to make a claim under any insurance policy (other than the R&W Insurance Policy), and any amounts recovered under insurance policies (other than the R&W Insurance Policy) shall be a secondary source of remedy for Damages (the R&W Insurance Policy and indemnification provided in this Article XI being, subject to the order of recovery set forth in Section 11.6(a), the primary sources).

(c)

Each Parent Indemnified Party shall use commercially reasonable efforts to mitigate, in accordance with applicable Law, any Damages subject to indemnification pursuant to this Article XI upon becoming aware of any event or circumstance that would reasonably be expected to constitute or give rise to such Damages.

(d)

To the maximum extent permitted by applicable Law, any payment made by a Person indemnifying a Parent Indemnified Party pursuant to this Article XI shall be treated on the Parties’ Tax Returns and otherwise as an adjustment to the Purchase Price for all Tax purposes.

(a)

With respect to any claim for indemnification under this Article XI by a Parent Indemnified Party, except in the case of Fraud, the amount of the related Damages shall be satisfied only as follows: (i) first, from the R&W Insurance Policy, to the extent such Damages are covered by the R&W Insurance Policy, and (ii) second, to the extent any recovery from the R&W Insurance Policy is not sufficient to satisfy the amount of such Damages or recovery from the R&W Insurance Policy is excluded from coverage under the terms of the R&W Insurance Policy or denied, by means of the reduction of any Contingent Payments in accordance with Section 11.6(b); provided, that, with respect to any Contingent Payment, no such reduction shall exceed 50% of the amount of such Contingent Payment (the “Contingent Payment Set-Off Cap”).

(b)

If an amount has been claimed under a Claim Notice by a Parent Indemnified Party pursuant to Section 11.3 (whether or not finally determined to be owed by the Securityholders), and if any Contingent Payment has not yet been fully paid pursuant to this Agreement, Parent may set-off such amounts claimed in good faith in any such Claim Notice against any such Contingent Payment by deducting such amount (or portion thereof) on a dollar-for-dollar basis from such Contingent Payment, subject to the Contingent Payment Set-Off Cap. The exercise of such right of set-off by Parent in good faith, whether or not the claim is ultimately determined to be justified, will not constitute a breach of this Agreement. Once an indemnification claim by Parent is finally determined in accordance with this Agreement, (x) if the Damages relating to such claim are finally determined to be more than the amount set-off against the Contingent Payments, Parent shall be entitled to indemnification for such excess amounts in accordance with (and subject to the limitations of) this Article XI, subject to the Contingent Payment Set-Off Cap or (y) if the Damages relating to such claim are finally determined to be less than the amount set-off against the Contingent Payments (such difference, the “Set-Off Reimbursement Amount”), within five (5) Business Days following the later to occur of (A) the final determination of the Set-Off Reimbursement Amount and (B) Parent’s receipt of a Post-Closing Payment Spreadsheet with respect to the Set-Off Reimbursement Amount, Parent shall pay or cause to be paid, by wire transfer of immediately available funds, cash in an amount equal to such difference for the benefit of, and for further distribution to, the Securityholders in accordance with Section 3.13 and such Post-Closing Payment Spreadsheet.

	Organon & Co.
	30 Hudson Street, Fl 33
	Jersey City, NJ 07302
	Attn: Office of Corporate Secretary
	[***]

	with a copy to:

	Organon LLC
	30 Hudson Street, Fl 33
	Jersey City, NJ 07302
	Attn: Vice President, M&A and Licensing Legal
	[***]
	with a copy to (which shall not constitute notice):

	Covington & Burling LLP
	One CityCenter
	850 Tenth Street, NW
	Washington, D.C. 20001

	Attention:	Catherine Dargan;
		Patrick Manchester
	Email:	cdargan@cov.com;
		pmanchester@cov.com

	Roivant Sciences Ltd.
	7th Floor
	50 Broadway
	London SW1H 0BD
	United Kingdom
	Attention: Roivant Legal
	Email: [***]
	with a copy to (which shall not constitute notice):

	Freshfields Bruckhaus Deringer US LLP
	3 World Trade Center
	175 Greenwich Street
	New York, NY 10007

	Attention:	Damien R. Zoubek;
		Jenny Hochenberg;
		Tomas T.J. Rua

	Email:	damien.zoubek@freshfields.com;
		jenny.hochenberg@freshfields.com;
		tomas.rua@freshfields.com

	Dermavant Sciences Ltd.
	7th Floor
	50 Broadway
	London SW1H 0BD
	United Kingdom
	Attention: Roivant Legal
	Email: [***]
	with a copy to (which shall not constitute notice):

	Dermavant Sciences, Inc.
	3780 Kilroy Airport Way, Suite 250
	Long Beach, CA 90806
	Attention: General Counsel
	with an additional copy to (which shall not constitute notice):

	Freshfields Bruckhaus Deringer US LLP
	3 World Trade Center
	175 Greenwich Street
	New York, NY 10007

	Attention:	Damien R. Zoubek;
		Jenny Hochenberg;
		Tomas T.J. Rua

	Email:	damien.zoubek@freshfields.com;
		jenny.hochenberg@freshfields.com;
		tomas.rua@freshfields.com

(a)

Parent acknowledges and agrees that Freshfields Bruckhaus Deringer US LLP (“Freshfields”) has acted as counsel to the Company and the Securityholders’ Representative in connection with this Agreement and the Transactions.

(b)

Parent further agrees, on behalf of itself and, after the Closing, on behalf of the Company Group, that all communications in any form or format whatsoever between or among any of Freshfields, the Company Group and/or any Securityholders’ Representative Party, or any of their respective Representatives to the extent relating to the negotiation, documentation and consummation of the Transactions or any disputes arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained and owned collectively by the Securityholders’ Representative Parties, shall be controlled by the Securityholders’ Representative on behalf of the Securityholders’ Representative Parties and shall not pass to or be claimed by Parent or the Company Group. All Deal Communications that are attorney-client privileged (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Securityholders’ Representative Parties, shall be controlled by the Securityholders’ Representative on behalf of the Securityholders’ Representative Parties and shall not pass to or be claimed by Parent or the Company Group.

(c)

Notwithstanding the foregoing, in the event that a dispute arises between Parent or the Company, on the one hand, and a Third Party other than a Securityholders’ Representative Party, on the other hand, Parent or the Company may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such Third Party; provided, however, that none of Parent or the Company may waive such privilege without the prior written consent of the Securityholders’ Representative.

(d)

To the extent that files or other materials maintained by Freshfields constitute Deal Communications, only the Securityholders’ Representative Parties shall hold such property rights and Freshfields shall have no duty to reveal or disclose any such Deal Communications by reason of any attorney-client relationship between Freshfields, on the one hand, and the Company, on the other hand.

(e)

Parent agrees that it shall not, and that following the Closing it shall cause the Company Group not to, knowingly access or use the Deal Communications, including by way of review of any electronic data, communications or other information, by seeking to have any Securityholders’ Representative Party waive the attorney-client or other privilege, or by otherwise asserting that Parent or the Company has the right to waive the attorney-client or other privilege.

	ORGANON & CO.
	By:
		Name:
		Title:
	ORGANON BERMUDA LTD.
	By:
		Name:
		Title:
	DERMAVANT SCIENCES LTD.
	By:
		Name:
		Title:
	ROIVANT SCIENCES LTD.
	By:
		Name:
		Title:

	Milestone Event	Milestone Payment
1.	Regulatory Approval by the FDA of the Product in the Existing Formulation for the AD Indication (“Milestone Event 1”)	Seventy-Five Million Dollars ($75,000,000) plus, solely in the event that the Closing shall not have occurred on or prior to the date that is seventy-five (75) days following the Execution Date and, as of such date, any of the conditions set forth in Section 8.1(a), Section 8.1(b) (if such Order arises under, or such Law is, an Antitrust Law) or Section 8.2(f) of the Agreement have not been satisfied or waived (to the extent permitted by applicable Law), the Pre-Launch Expense Amount (“Milestone Payment 1”)
2.	First achievement of aggregate Net Sales of the Milestone Products in the Territory in a Calendar Year of at least [***] (“Milestone Event 2”)	One Hundred Million Dollars ($100,000,000)

3.	First achievement of aggregate Net Sales of the Milestone Products in the Territory in a Calendar Year of at least [***] (“Milestone Event 3”)	One Hundred Fifty Million Dollars ($150,000,000)
4.	First achievement of aggregate Net Sales of the Milestone Products in the Territory in a Calendar Year of at least [***] (“Milestone Event 4”)	One Hundred Seventy-Five Million Dollars ($175,000,000)
5.	First achievement of aggregate Net Sales of the Milestone Products in the Territory in a Calendar Year of at least [***] (“Milestone Event 5”)	Two Hundred Million Dollars ($200,000,000)
6.	First achievement of aggregate Net Sales of the Milestone Products in the Territory in a Calendar Year of [***]  (“Milestone Event 6”)	Two Hundred Twenty-Five Million Dollars ($225,000,000)
7.	First achievement of aggregate Net Sales of the Milestone Products in the Territory of at least [***] (“Milestone Event 7”)	One Hundred Million Dollars ($100,000,000)

Portion of aggregate Net Sales of the Milestone Products within the Territory in a given Calendar Year during the Royalty Term	Royalty Rate
1)          Less than or equal to [***]	One percent (1%)
2)          Greater than [***] but less than or equal to [***]	Two percent (2%)
3)          Greater than [***] but less than or equal to [***]	Five percent (5%)
4)          Greater than One Billion Dollars ($1,000,000,000)	Thirty percent (30%)