Absence of Certain Changes or Events. Since the date of the most recent Audited Financial Statements, # the Company has operated in the ordinary course of business in all material respects, # there has not occurred any event that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and # there has not occurred any event or action that would require the consent of Buyer pursuant to Section 6.1 if such event or action occurred during the period prior to Closing.

Absence of Certain Changes, Events and Conditions. Since January 1, 2021, other than # in the ordinary course of business consistent with past practice, # the consummation of this Agreement and the Ancillary Documents and # as may have been publicly disclosed by Seller under Legal Proceedings in Form 10-K and Form 10-Q SEC filings prior to Closing, there has not been any, there has not been any:

Absence of Certain Changes or Events. Except as otherwise set forth on the [Schedule 5.16] since the date of the Balance Sheet:

Absence of Certain Changes. Except as disclosed in the SEC Documents, since September 30, 2021, there has been no material adverse change in the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as they become due.

Absence of Certain Changes. Since December 31, 2019, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect on Seller and the Business has been conducted in the ordinary course of business, consistent with past practice. Without limiting the generality of the foregoing, except as set forth on [Schedule 3.4], since December 31, 2019, Seller has not:

Absence of Certain Changes or Events. Except as disclosed in the Company Reports, since December 31, 2019, # the Company and its subsidiaries have conducted their respective businesses in all material respects in the ordinary course, consistent with past practice, and # the Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to title 11, U.S. Code, or any similar federal or state law for the relief of debtor nor does the Company or any of its subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings.

Absence of Certain Changes. Since September 30, 2020 through the Execution Date, except as set forth in the SEC Documents or as contemplated by this Agreement or the Development and License Agreement, there has not been:

Absence of Certain Changes, Events and Conditions. Since January 1, 2021, other than # in the ordinary course of business consistent with past practice, # the consummation of this Agreement and the Ancillary Documents and # as may have been publicly disclosed by Seller under Legal Proceedings in Form 10-K and Form 10-Q SEC filings prior to Closing, there has not been any, there has not been any:

Absence of Certain Changes. Since September 30, 2021, # there has not occurred any event that has caused or would reasonably be expected to cause a Material Adverse Effect on the Company and its subsidiaries, taken as a whole; # other than as described in the Company SEC Documents, the Company has not entered into any transactions not in the ordinary course of business that are material, individually or in the aggregate, to the Company; and # other than as described in the Company SEC Documents, there has not been any material decrease in the share capital or any material increase in any short-term or long-term indebtedness of the Company and there has been no dividend or distribution of any kind declared, paid or made by the Company or any repurchase or redemption by the Company of any class of share capital.

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