Corporate Integrity Agreement. None of the Credit Parties or their Subsidiaries is a party to, or bound by, any order, individual integrity agreement, or corporate integrity agreement with any Governmental Authority concerning compliance with any Health Care Laws issued under or in connection with a Governmental Payor Program; and

Data Integrity Practices. All activities conducted under the Collaboration Plans, including the conduct of any clinical studies, will be conducted in accordance with the following practices:

The Vendor is in compliance, and shall comply, with all Business Integrity Laws, in relation to this Agreement.

The Purchaser is in compliance, and shall comply, with all Business Integrity Laws, in relation to this Agreement.

Corporate Integrity Agreement. No Loan Party, Subsidiary or, to the knowledge of the Loan Parties, any Managed Entity, is a party to, or bound by, any individual integrity agreement, corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement.

Data Integrity. Each Party shall maintain, or cause to be maintained, records of its Development activities pursuant to this Agreement in accordance with Law, in sufficient detail and accuracy and in good scientific manner appropriate for patent and regulatory purposes, and properly reflecting all work done and results achieved in the performance of its Development activities. Such records shall be retained by each Party for at least three (3) years after the termination of this Agreement, or for such longer period as may be required by Law. Each Party shall have the right, during normal business hours and upon reasonable notice, to inspect and copy any such records, except to the extent that a Party reasonably determines that such records contain Confidential Information that is not licensed to the other Party, or to which the other Party does not otherwise have a right hereunder.

Integrity. This Agreement together with the Exhibits attached hereto constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements, understandings and discussions, whether oral or written, of the Parties with respect to the subject matter hereof. Any modification of this Agreement shall be effective only when in writing and signed by the Parties.

Corporate Integrity Agreement. Neither any Credit Party or Subsidiary, nor any of their respective Affiliates, nor any officer, director, managing employee or, to the Knowledge of Borrower, agent (as those terms are defined in 42 C.F.R. § 1001.1001) of any Credit Party or Subsidiary, is a party or is otherwise subject to any order, individual integrity agreement, or corporate integrity agreement with any U.S. Governmental Authority concerning compliance with any laws, rules, or regulations, issued under or in connection with a Governmental Payor Program.

The Purchaser agrees promptly (and in any event within seven Business Days) to notify the Vendor in the event that it becomes aware that it has become the subject of any investigation, inquiry or enforcement Proceedings by any Governmental Authority regarding any breach or potential breach of any Business Integrity Laws, or any such investigation is threatened or pending, prior to Closing.

Integrity. This Agreement together with the Exhibits attached hereto constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements, understandings and discussions, whether oral or written, of the Parties with respect to the subject matter hereof. Any modification of this Agreement shall be effective only when in writing and signed by the Parties.