Common use of Government Funding Clause in Contracts

Government Funding. Otic Pharma is subject to the provisions of the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744 1984, or the “Innovation Law” (formerly known as the Israeli Encouragement of Industrial Research and Development Law 5744-1984), as amended from time to time and/or such other law as will be legislated in lieu thereof, including the regulations, directives, procedures and rules that have been or will be promulgated thereunder and/or by virtue thereof. Section 3.26 of the Otic Pharma Disclosure Schedule provides a true, complete and correct list all pending and outstanding grants, incentives and subsidies from the Government of the State of Israel or any agency thereof, or from any Governmental Entity, granted to Otic Pharma and any of its Subsidiaries, including grants from the OCS (collectively, “Government Grants”). Otic Pharma has made available to Public Company true, complete and correct copies of all documents evidencing Government Grants submitted by Otic Pharma and any its Subsidiaries (or transferred or assigned or purchased by Otic Pharma and any of its Subsidiaries) and of all letters of approval, certificates of completion, and supplements and amendments thereto, granted to Otic Pharma and any of its Subsidiaries, and all material correspondence related thereto. Section 3.26 of the Otic Pharma Disclosure Schedule sets forth: (a) the aggregate amount of each Government Grant; (b) the aggregate outstanding obligations, if any, of Otic Pharma and each of its Subsidiaries under each Government Grant with respect to royalties or other payments; and (c) the outstanding amounts to be paid by the OCS to Otic Pharma and any of its Subsidiaries under the Government Grants, if any. Otic Pharma and each of its Subsidiaries are in compliance with the terms and conditions of all Government Grants and the laws applicable thereto (including the provisions of the Innovation Law and relevant regulations promulgated pursuant thereto), which have been approved, and have duly fulfilled all the undertakings required thereby to be fulfilled. To the knowledge of Otic Pharma, there is no event or other set of circumstances which would reasonably be expected to lead to the revocation or material modification of any of the Government Grants that have been approved. Otic Pharma represents that no OCS funded Intellectual Property is incorporated into Otic Pharma’s “Surfactant Platform” products, which are based on intellectual property licensed from Otodyne Inc., and that no OCS funded Intellectual Property is related to Otic Pharma’s current and/or anticipated business with respect to the Surfactant Platform. For the purposes of this Agreement “OCS” shall mean the Israel Innovation Authority (formerly known as the Office of the Chief Scientist) of the Israeli Ministry of Economy and Industry.

Government Funding. Otic Pharma is subject No Governmental Authority, university, college, other educational institution or research center, or other third party has any claim or right in or to the provisions Company Intellectual Property. Section 4.12(t)(i) of the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744 1984, or the “Innovation Law” (formerly known as the Israeli Encouragement of Industrial Research and Development Law 5744-1984), as amended from time to time and/or such other law as will be legislated in lieu thereof, including the regulations, directives, procedures and rules that have been or will be promulgated thereunder and/or by virtue thereof. Section 3.26 of the Otic Pharma Disclosure Schedule provides contains a true, complete and correct list of all pending and outstanding grants, incentives and subsidies from the Government of the State of Israel or any agency thereof, or from any other Governmental EntityAuthority, granted to Otic Pharma the Company and any of its SubsidiariesSubsidiary, including grants from the OCS any grants, incentives, exemptions, tax reliefs or incentives and subsidies (collectively, “Government Grants”). Otic Pharma Section 4.12(t)(ii) of the Disclosure Schedule lists all “Beneficial Enterprise” filings and “Approved Enterprise” approvals made by or awarded to the Company or any of its Subsidiaries under the Israel Law for the Encouragement of Capital Investment, 1959. Except as expressly set forth in Section 4.12(t) of the Disclosure Schedule, no funding from any Governmental Authority, nor any facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of the Company Intellectual Property. The Company has made available to Public Company Buyer true, complete and correct copies of all material documents evidencing in connection with, and all approvals of Government Grants submitted or received by Otic Pharma the Company and any of its Subsidiaries Subsidiary (or transferred or assigned or purchased by Otic Pharma the Company and any of its SubsidiariesSubsidiary) and of all letters of approval, certificates of completion, and supplements and amendments thereto, regarding the Government Grants granted to Otic Pharma the Company and any of its SubsidiariesSubsidiary, and all material correspondence related thereto. Section 3.26 4.12(t)(iii) of the Otic Pharma Disclosure Schedule sets forth: (ai) the aggregate amount of each Government Grant; , (bii) the aggregate outstanding obligations, if any, of Otic Pharma the Company and each of its Subsidiaries Subsidiary under each Government Grant with respect to royalties or other payments; , (iii) any amounts of royalties or other amounts paid to the IIA in connection with Government Grants, and (civ) the outstanding balance or unused grant amounts available to be paid by the OCS to Otic Pharma Company, and any of its Subsidiaries Company’s Subsidiary under the Government Grants, Grants if any. Otic Pharma The Company and each of its Subsidiaries are and have been in compliance in all material respects with (x) the terms and conditions of all Government Grants Grants, and the laws applicable thereto (including y) with the provisions of and obligations pursuant to the Innovation Law Law. The Company has not received any written claim that has been made by any Governmental Authority and relevant regulations promulgated pursuant thereto), which have been approved, and have duly fulfilled all the undertakings required thereby to be fulfilled. To the knowledge of Otic Pharma, there is no event or other set of circumstances which would reasonably be expected to lead to the revocation or material modification not aware of any of the Government Grants that have been approved. Otic Pharma represents that no OCS funded Intellectual Property is incorporated into Otic Pharma’s “Surfactant Platform” products, which are based on intellectual property licensed from Otodyne Inc., and that no OCS funded Intellectual Property is related to Otic Pharma’s current and/or anticipated business oral claim or demand made by any Governmental Authority with respect to the Surfactant Platform. For the purposes of this Agreement “OCS” shall mean the Israel Innovation Authority (formerly known as the Office entitlement of the Chief Scientist) Company or any of its Subsidiaries to any Governmental Grant or the Israeli Ministry of Economy and Industrycompliance with the terms, conditions, obligations or laws relating to the Governmental Grants.