Information Technology. The Company’s, the Subsidiaries’ and, to the knowledge of the Company, the Related Parties’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) operate and perform in all material respects as required in connection with the operation of the business of the Company, the Subsidiaries and the Related Entities as currently conducted. The Company, the Subsidiaries and, to the knowledge of the Company, the Related Parties maintain commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed and stored thereon, and to the knowledge of the Company, there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company, the Subsidiaries and, to the knowledge of the Company, the Related Parties are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for any such noncompliance that would not have a Material Adverse Effect.

“[[Cellectis:Organization]] Third Party Agreement” means any agreement between [[Cellectis:Organization]] and any Third Party under which [[Cellectis:Organization]] obtains rights in or to any [[Cellectis:Organization]] Licensed Intellectual Property.

Information Technology. The Company’s, the Subsidiaries’ and, to the knowledge of the Company, the Related Parties’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) operate and perform in all material respects as required in connection with the operation of the business of the Company, the Subsidiaries and the Related Entities as currently conducted. The Company, the Subsidiaries and, to the knowledge of the Company, the Related Parties maintain commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed and stored thereon, and to the knowledge of the Company, there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company, the Subsidiaries and, to the knowledge of the Company, the Related Parties are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for any such noncompliance that would not have a Material Adverse Effect.

Subject to the terms and conditions of this Agreement, and the Research Agreement, during the Term, Licensee shall have an [ * ] under any intellectual property rights # Controlled by Institute or any Affiliate of Institute not included in the Patent Rights or the Know-How Rights, # [ * ], # that [ * ] or to [ * ], and # that either Party [ * ] for the Parties’ activities under this Agreement or the Research Agreement (the “[ * ] Technology”). For clarity, this Section 2.4 shall not apply to any [ * ] Technology that relates solely to [ * ], or to [ * ], which shall be subject to Section 2.6 during the [ * ] Period, provided that if the [ * ] Period expires without Licensee exercising the [ * ], for one or more of the Institute [ * ] Programs, this Section 2.4(a) shall continue to apply, but Institute shall have no obligation under this Section 2.4 with respect to any such [ * ] Technology that relates solely to [ * ], as applicable, arising from the Institute [ * ] Program(s) for which the [ * ] was not exercised.

means the Licensed Know-How and Licensed Patents.

. Promptly following the Effective Date, [[DURECT:Organization]] shall provide electronic copies to INNOCOLL, for no additional consideration or cost reimbursement for the non-physical transfer, of all:

Information Technology. The Company’s, the Subsidiaries’ and, to the knowledge of the Company, the Related Parties’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate in all material respects for, and operate and perform in all material respects as required in connection with the operation of the business of the Company, the Subsidiaries and the Related Entities as currently conducted free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company, the Subsidiaries and, to the knowledge of the Company, the Related Parties have implemented and maintain commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data, including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”), used in connection with its business, and to the knowledge of the Company, there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company, the Subsidiaries and, to the knowledge of the Company, the Related Parties are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for any such noncompliance that would not have a Material Adverse Effect.

To the Company’s knowledge, none of the software included in the Owned Intellectual Property Rights or distributed by, or otherwise used in the business of, the Company # contains any worm, bomb, backdoor, clock, timer, or other disabling device code, design or routine which can cause software to be erased, inoperable, or otherwise incapable of being used, either automatically or upon command; # contains any software code that is licensed under any terms or conditions that require that any software be # made available or distributed in source code form; # licensed for the purpose of making derivative works; # licensed under terms that allow reverse engineering, reverse assembly or disassembly of any kind; or # redistributable at no charge; or # is subject to any agreement with any Person under which the Company has deposited, or could be required to deposit, into escrow the source code of such software and no such source code has been released to any Person, or is entitled to be released to any Person, by any escrow agent. The consummation of the transactions contemplated by this Agreement will not trigger the release of any source code of any such software.

Notification of surveillance

Technology. Company agrees to do the following as required to perform its obligations under the Agreement # provide the necessary equipment, technology, and infrastructure; and # take necessary steps, on an ongoing basis and as applicable, to access and use Microsoft online tools and Partner Portals.