Exhibit 2.1

Execution Version

ASSET PURCHASE AGREEMENT

Dated as of June 5, 2022

between

YUMANITY THERAPEUTICS, INC.

and

JANSSEN PHARMACEUTICA NV

TABLE OF CONTENTS

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Schedules

Exhibits

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) dated as of June 5, 2022 is entered into between Janssen Pharmaceutica NV, a company organized under the laws of Belgium (“Buyer”), and Yumanity Therapeutics, Inc., a Delaware corporation (“Seller”). Buyer and Seller are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties”. Certain capitalized terms used herein have the meanings ascribed to them in Section 1.1.

RECITALS

WHEREAS, Seller desires to sell all of Seller’s and its Affiliates’ right, title and interest in, to and under the Purchased Assets and transfer the Assumed Liabilities to Buyer, and Buyer wishes to purchase from Seller all of Seller’s and its Affiliates’ right, title and interest in, to and under the Purchased Assets and to assume the Assumed Liabilities, upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual benefits to be derived from this Agreement, and of the representations, warranties, conditions, agreements and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS; INTERPRETATION

Section 1.1.    Definitions. For purposes of this Agreement, the following terms shall have the corresponding meanings set forth below:

“Accounts Payable” means all trade accounts payable, regardless of when asserted, billed or imposed, of Seller or its Affiliates.

“Act” means the United States Federal Food, Drug, and Cosmetic Act, as amended, and the rules, regulations, requirements, written advisory comments and any formal guidance promulgated thereunder, as may be in effect from time to time.

“Action” means any claim, action, suit, arbitration, inquiry, audit, proceeding or governmental investigation.

“Affiliate” of any Person means another Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with, such first Person.

“Agreement” has the meaning set forth in the preamble hereof.

“Assumed Contracts” has the meaning set forth in Section 2.2(a)(vi).

“Assumed Liabilities” means (i) the Liabilities under the Assumed Contracts accruing with respect to the period commencing after the later of the Closing and the applicable Transfer Date (but, for the avoidance of doubt, excluding any Liability arising from or relating to the performance or non-performance thereof on or prior to the later of the Closing and the applicable Transfer Date), (ii) any Assumed Taxes, (iii) any Liabilities arising from, in connection with or related to clinical trials for the Compounds accruing from and after the Closing and (iv) all other Liabilities arising from, in connection with or related to the Business or Buyer’s ownership or operation thereof from and after the Closing.

“Assumed Taxes” means any Taxes arising out of, or with respect to, the Purchased Assets for any Post Closing Tax Period.

“Bill of Sale, Assignment and Assumption Agreement” has the meaning set forth in Section 2.4(b)(i).

“Books and Records” means all books, records, files, documents and Tax Returns related to any Compounds or Products or the Exploitation thereof, the Targets, any other Purchased Assets or the Research and Development Program (including Regulatory Documentation, research and development records, correspondence and, to the extent not originals, true, accurate and complete copies of all files relating to the chain of title, filing, prosecution, issuance, maintenance, enforcement or defense of any Intellectual Property Rights, including any employee and independent contractor Intellectual Property Rights assignment agreement, confidentiality agreement and non-compete agreement, any written correspondence with any Third Party, records and documents related to research and pre-clinical and clinical testing and studies relating to any Compounds or Products or the Exploitation thereof conducted by or on behalf of Seller or any of its Affiliates, the Targets or the Research and Development Program, including any laboratory and engineering notebooks and manufacturing records, procedures, tests, dosage, criteria for patient selection, study protocols and investigators brochures) in all forms in which they are stored or maintained (whether electronic or otherwise), and all data (including Seller Data) and information included or referenced in any of the foregoing, in each case that are owned or otherwise Controlled by or in the possession of Seller or any of its Affiliates.

“Business” means the Research and Development Program and the Exploitation of any Compounds or Products as currently conducted.

“Business Day” means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions located in New York City are permitted or required by applicable Law to remain closed.

“Buyer” has the meaning set forth in the preamble hereof.

“Buyer Draft Allocation” has the meaning set forth in Section 2.6(a).

“Closing” has the meaning set forth in Section 2.4(a).

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“Closing Date” has the meaning set forth in Section 2.4(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“Competing Proposal” has the meaning set forth in Section 5.3(e).

“Compounds” means (i) the compounds identified on Schedule 1.1(a), (ii) all other compounds owned, used, conceived, developed, reduced to practice or otherwise made by Seller or its Affiliates, other than those that primarily inhibit one or more of the Excluded Targets, and (iii) any free base or free acid form, salt form, crystalline polymorph, hydrate or solvate of any compound described in the foregoing, or of any ester, racemate or stereoisomer of any compound described in the foregoing, in each case, which do not primarily inhibit an Excluded Target. Notwithstanding the foregoing, “Compounds” shall specifically exclude the Excluded Compounds.

“Confidentiality Agreement” means the letter agreement, dated as of November 19, 2021, between Janssen Global Services, LLC and Seller.

“Contemplated Transactions” means the transactions contemplated by this Agreement and any Related Document.

“Contracts” means any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease, supply agreement, license agreement, collaboration agreement, development agreement, distribution agreement, contract research organization agreement or other legally binding contract, agreement, obligation, commitment, arrangement, understanding or instrument, whether oral or written.

“Control” including its various tenses and derivatives (such as “Controlled” and “Controlling”) means (a) when used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by Contract or otherwise, (b) when used with respect to any security, the possession, directly or indirectly, of the power to vote, or to direct the voting of, such security or the power to dispose of, or to direct the disposition of, such security and (c) when used with respect to any Intellectual Property Rights, possession of the right, whether directly or indirectly, and whether by ownership, license or otherwise, to assign or grant a license, sublicense or other right to or under such Intellectual Property Rights or to compel another to do so.

“Data Protection Laws” means all Laws and binding industry standards concerning the privacy, protection, security, collection, storage, use, transfer, disclosure, destruction, alteration or other processing of Personal Data, including the California Consumer Privacy Act, the European Union General Data Protection Regulation (EU) 2016/679 and any other Laws implementing the GDPR into national Law, the Personal Information Protection Law of the People’s Republic of China, and other international, foreign, federal, local and state data security and data privacy Laws.

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“Data Protection Requirements” means (i) all applicable Data Protection Laws, (ii) all obligations under Contracts to which Seller or any of its Affiliates is a party or is otherwise bound that relate to Personal Data or protection of its information technology systems and (iii) all internal and publicly posted policies regarding the collection, use, disclosure, transfer, storage, maintenance, retention, disposal, modification, protection or processing of Personal Data.

“Directive” has the meaning set forth in Section 5.7.

“Docket Files” means electronic and paper copies (including originals) or the following items, to the extent they are in the possession and control of Seller or any of its Affiliates as of the Closing Date, with respect to the owned Seller Intellectual Property: (a) original files of any registrations or applications, (b) agreements pursuant to which any rights in the Seller Intellectual Property were assigned to Seller or any of its Affiliates (to the extent not already included within the Assigned Contracts), (c) declarations and powers of attorneys related to the owned Seller Intellectual Property, (d) correspondence with all patent, trademark and copyright offices and registrars, including contact information, of each counsel and agent responsible for the prosecution or maintenance of the owned Seller Intellectual Property, (e) the original ribbon copy for Patents issued by the United States Patent and Trademark Office, or, for foreign Patents, the original ribbon copy or certificate issued by the applicable Governmental Authority, (f) the certificate of registration for Copyrights issued by the United States Copyright Office, or, for foreign Copyright, the certificate or registration issued by the applicable Governmental Authority and (g) any other customary information of a type, nature and detail generally maintained in Seller’s or its Affiliates’ docket files.

“Dollars” or “$” means United States dollars.

“Employee Benefit Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written plan, policy, agreement or arrangement providing for direct or indirect compensation or benefits, in each case, sponsored, maintained, administered or contributed to, or required to be sponsored, maintained, administered or contributed to by Seller or any of its ERISA Affiliates, or in respect of which Seller or any of its ERISA Affiliates has any Liability (whether actual or contingent).

“ERISA Affiliate” means any Person or entity that, together with another Person or entity, is, or at any relevant time was, treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or with respect to which an entity is otherwise jointly or severally liable under applicable Law.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Agreements” means the Merck Agreement, the FAIR Agreement, the Genentech Agreement and the Whitehead Agreement.

“Excluded Assets” has the meaning set forth in Section 2.2(b).

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“Excluded Compounds” means the Licensed Products (as described in the FAIR Agreement), the Compounds (as defined in the Genentech Agreement) and the Company Compounds and Joint Compounds (each as defined in the Merck Agreement).

“Excluded Know-How” means (a) all Know-How within the “Licensed IP” (as defined in the Genentech Agreement), (b) the “Licensed Know-How (as defined in the FAIR Agreement), and (c) the “Company Background Information and Inventions”, “Company Background IP”, “Company Know-How” and “Joint Know-How” (each as defined in the Merck Agreement).

“Excluded Liabilities” has the meaning set forth in Section 2.3(b).

“Excluded Targets” means the therapeutic targets identified on Schedule 1.1(b).

“Excluded Taxes” means (i) any Taxes arising out of, or with respect to, the Purchased Assets or the Business for any Pre-Closing Tax Period, (ii) any Taxes of Seller or any of its Affiliates (or for which Seller or any of its respective Affiliates are liable) for any taxable period and (iii) any Transfer Taxes that are allocated to Seller pursuant to Section 5.8(a).

“Exploit” means to make, have made, import, use, sell, offer for sale, or otherwise dispose of, including to research, develop, register, modify, enhance, improve, manufacture, have manufactured, store, formulate, optimize, export, transport, distribute, commercialize, promote, market, have sold or otherwise dispose of. “Exploiting”, “Exploitation” and other forms of the word “Exploit” shall have correlative meanings.

“Export Approvals” has the meaning set forth in Section 3.20(c).

“FAIR Agreement” means that certain Exclusive License Agreement by and between Seller and FAIR Therapeutics, Inc., dated October 29, 2021.

“Genentech Agreement” means that certain Technology Transfer and License Agreement by and between Seller and Genentech, Inc., dated December 13, 2018.

“Governmental Authority” means any Federal, state, local or foreign government, any court, tribunal, administrative or other governmental agency, department, commission or authority, any Regulatory Authority or any non-governmental self-regulatory agency, commission or authority.

“Governmental Consent” has the meaning set forth in Section 3.2(e).

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“IND” means (i) any investigational new drug application relating to a Product filed with the FDA pursuant to 21 C.F.R. Part 312, or any comparable filing made with a Governmental Authority in another country (including the submission to a competent authority of a request for an authorization concerning a clinical trial, as envisaged in Article 9, paragraph 2, of European Directive 2001/20/EC, or any other exemption legitimizing the use of a Product in a clinical investigation), and (ii) all supplements and amendments that may be filed with respect to the foregoing.

“Intellectual Property Rights” means all of the following, in each case in any jurisdiction in the world: (a) patents, patent applications, (including in each case any continuation, continuation-in-part, division, renewal, patent term, extension (including any supplemental protection certificate), reexamination or reissue thereof) (collectively, “Patents”); (b) registered and unregistered trademarks, trade dress, trade names, logos, design rights, service marks and any other designation of source or origin, together with the goodwill pertaining to the foregoing, and all applications, registrations and renewals therefor (collectively, “Trademarks”); (c) registered and unregistered copyrights, works of authorship, copyrightable works (published or unpublished) and all applications, registrations and renewals therefor (collectively, “Copyrights”); (d) software, computer programs and applications (whether in source code, object code or other form), algorithms, databases and technology supporting the foregoing, and all error corrections, updates, upgrades, enhancements, translations, modifications, adaptations, further developments and derivative works thereto, and all designs and design documents, technical summaries, documentation (including flow charts, logic diagrams, white papers, manuals, guides and specifications), firmware and middleware associated with the foregoing (collectively, “Software”); and (e) confidential and proprietary technical, scientific, regulatory or other information, designs, ideas, concepts, invention disclosures and inventions (whether patentable or unpatentable and whether or not reduced to practice), research and development, discoveries, results, creations, improvements, know-how, techniques and data (including biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, safety, quality control, manufacturing and preclinical and clinical data), technology, algorithms, procedures, plans, processes, practices, methods, trade secrets, instructions, formulae, formulations, compositions, specifications, marketing, pricing, distribution, cost and sales information, customer and supplier names and lists, tools, materials, apparatus, creations, improvements and other similar materials, and all recordings, graphs, drawings, diagrams, flow charts, models, studies, reports, surveys, analyses and other writings (“Know-How”).

“Intervening Event” has the meaning set forth in Section 5.3(e).

“Inventory” means with respect to any Compounds or Products, all inventory of active pharmaceutical ingredient, intermediates, specific raw materials, components and consumables and finished product forms, together with all work-in-progress and packaging materials, owned by Seller or any of its Affiliates as of the Closing Date.

“IP Contracts” has the meaning set forth in Section 3.5(i).

“IRS” means the United States Internal Revenue Service.

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“Law” means any federal, state, local or foreign constitution, treaty, law, statute, ordinance, rule or regulation (including any written advisory comments or formal interpretation or guidance thereunder), directive, policy, order, writ, award, decree, injunction, judgment, stay or restraining order of any Governmental Authority, the terms of any permit, and any other ruling or decision of, agreement with or by, or any other requirement of, any Governmental Authority.

“Legal Restraints” has the meaning set forth in Section 6.1(b).

“Liabilities” means liabilities, obligations and commitments, whether accrued or fixed, absolute or contingent, known or unknown, determined or determinable, due or to become due, or otherwise.

“Lien” means any lien (statutory or otherwise), security interest, pledge, hypothecation, mortgage, assessment, lease, claim, levy, license, defect in title, charge, or any other Third Party right, license or property interest of any kind, or any conditional sale or other title retention agreement, option, right of first refusal or similar restriction, any covenant not to sue, or any restriction on use, transfer, receipt of income or exercise of any other attribute of ownership or any agreement to give any of the foregoing in the future or similar encumbrance of any kind or nature whatsoever.

“Marketing Authorization Application” means a New Drug Application or Biologics License Application, each as defined in the Act, and any corresponding foreign application, registration or certification granted by a Governmental Authority, including any supplements, amendments or modifications submitted to or required by any Governmental Authority, necessary or reasonably useful to commercialize and market a Product in a particular country or group of countries, but not including pricing and reimbursement approvals.

“Material Adverse Effect” means any change, effect, event, occurrence, state of facts or development which individually or in the aggregate would reasonably be expected to result in, or has resulted in, any change or effect, that (a) is materially adverse to the Business or the Purchased Assets; (b) would reasonably be expected to prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Contemplated Transactions or (c) would reasonably be expected to create or impose a limitation on the ability of Buyer to acquire valid and marketable title to the Purchased Assets free and clear of all Liens or to freely Exploit the Purchased Assets; provided that, for purposes of clause (a), none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: (i) any change, effect, event, occurrence, state of facts or development relating to the economy in general in the United States or in any other jurisdiction in which the Seller has operations or conducts business, so long as the effects do not disproportionately impact the Business, (ii) any change, effect, event, occurrence, state of facts or development reasonably attributable to conditions affecting the pharmaceutical industry, so long as the effects do not disproportionately impact the Business, (iii) any failure by Buyer to meet internal projections or forecasts or third party revenue or earnings predictions for any period ending on or after the date of this Agreement (it being understood, however, that any effect causing or contributing to any

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such failure to meet projections or predictions may constitute a Material Adverse Effect and may be taken into account in determining whether a Material Adverse Effect has occurred); (iv) the execution, delivery, public announcement or performance of this Agreement and the Contemplated Transactions (provided that this clause (iv) shall not apply in determining the accuracy of Seller’s representations and warranties in Section 3.2(b)(ii) or 3.2(e) for the purposes of the condition in Section 6.2(a)), (v) earthquakes, hurricanes, tornadoes, natural disasters, epidemics, pandemics, disease outbreaks (including the COVID-19 virus) or global, national or regional political conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war existing or underway as of the date hereof (other than any of the foregoing that causes any material damage or destruction to or renders unusable any material Purchased Assets and so long as the effects do not disproportionately impact the Business), (vi) any effect that results from any action taken at the express prior written request of Buyer or with Buyer’s prior written consent, or (vii) changes in Law or GAAP or any interpretation thereof, so long as the effects do not disproportionately impact the Business.

“Merck Agreement” means that certain Exclusive License and Research Collaboration Agreement by and between Seller and Merck Sharp and Dohme Corp., dated June 19, 2020.

“Merger Agreement” means that certain Agreement and Plan of Merger by and among Yumanity Therapeutics, Inc., Yacht Merger Sub, Inc. and Kineta, Inc. dated as of even date herewith.

“Non-Assignable Right” has the meaning set forth in Section 2.5.

“Order” means any writ, judgment, decree, injunction or similar order, including consent orders, of any Governmental Authority (in each such case whether preliminary or final).

“Outside Date” has the meaning set forth in Section 7.1(b)(i).

“Party” or “Parties” has the meaning set forth in the preamble hereof.

“Patent Assignment Agreement” has the meaning set forth in Section 2.4(b)(ii).

“Permits” means all approvals, authorizations, certificates, filings, franchises, licenses, notices, clearances, registrations and permits of or with all Governmental Authorities, necessary for or related to the Business (and not specifically related to the Seller’s facilities), including all applications for any of the foregoing, together with any renewals, extensions or modifications thereof and additions thereto.

“Permitted Liens” means, collectively, (i) statutory liens for Taxes, assessments and governmental charges not yet due and payable or that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been maintained in accordance with GAAP; and (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics,

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material men and other Liens imposed by law arising or incurred in the ordinary course of business for amounts that are not yet due and payable and, if required under GAAP, for which appropriate reserves have been created or that are being contested in good faith by appropriate proceedings and that are not resulting from any breach, violation or default by Seller or any of its Affiliates of any Contract or applicable Law.

“Person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity or any Governmental Authority.

“Personal Data” means (a) any information relating to an identified or identifiable natural person or that is reasonably capable of being used to identify a natural person and (b) any data or information defined as “personal data,” “personal information,” “personally identifiable information,” “nonpublic personal information” or “individually identifiable health information” under any applicable Law (including applicable Data Protection Laws).

“PHS Act” means the United States Public Health Service Act, as amended, and the rules, regulations, requirements, written advisory comments and formal guidance promulgated thereunder, as may be in effect from time to time.

“Post-Closing Tax Period” means any Tax period (or portion thereof) beginning after the Closing Date.

“Pre-Closing Tax Period” means any Tax period (or portion thereof) ending on or before the Closing Date.

“Products” means any pharmaceutical products containing any Compound, including all dosage forms, presentations, formulations and line extensions thereof, including any pharmaceutical product which is comprised of one or more of the Compounds and any other pharmaceutically active compound and/or ingredients, any prototypes thereof and any variations thereof..

“Public Official” has the meaning set forth in Section 3.17(c).

“Purchase Price” means an amount equal to $26,000,000.

“Purchase Price Allocation” has the meaning set forth in Section 2.6(a).

“Purchased Assets” has the meaning set forth in Section 2.2(a).

“Registration Statement” has the meaning set forth in Section 5.14(a).

“Regulatory Authority” means any applicable supra-national, federal, national, regional, state, provincial, or local regulatory agencies, departments, bureaus, commissions, councils, or other government entities regulating or otherwise exercising authority with respect to the development and exploitation of Products.

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“Regulatory Authorizations” means, with respect to any jurisdiction, any and all approvals (including pricing and reimbursement approvals), licenses, clearances, registrations or authorizations of any Regulatory Authority necessary or useful for the Exploitation of any compound or (bio)pharmaceutical product in such jurisdiction, including, where applicable, (i) INDs, Marketing Authorization Applications and supplements and amendments thereto, (ii) pre- and post-approval marketing authorizations (including any prerequisite manufacturing approval or authorization related thereto), (iii) labeling approval and (iv) technical, medical and scientific licenses.

“Regulatory Documentation” means any and all (i) applications, filings, submissions, registrations, licenses, permits, notifications, authorizations and approvals (including all Regulatory Authorizations), and non-clinical and clinical study authorization applications or notifications (including all supporting files, writings, data, studies and reports) prepared for submission to a Regulatory Authority or research ethics committee with a view to the obtaining or maintaining of any Regulatory Authorization, including any Investigational Medicinal Product Dossier (IMPD), (ii) correspondence to or with the FDA, European Medicines Agency (EMA) or any other Governmental Authority (including minutes and contact reports relating to any communications with any Governmental Authority), (iii) pharmacovigilance databases, adverse event reports and associated documents, investigations of adverse event reports, and any other records related to safety reporting or data contained or referenced in or supporting any of the foregoing, (iv) manufacturing records or data contained or referenced in or supporting any of the foregoing and (v) nonclinical, clinical and other data contained or referenced in or supporting any of the foregoing.

“Related Documents” means, other than this Agreement, all agreements, certificates and documents signed and delivered by either Party in connection with this Agreement or the transactions contemplated hereby.

“Representatives” means, with respect to any Person, such Person’s directors, officers, managers, employees, counsel, consultants, accountants, financial advisors, lenders and other agents and representatives.

“Research and Development Program” means the program of discovery efforts, research and development carried out on or prior to the Closing Date for the Compounds or the Targets; provided, that the Research and Development Program shall not include any such activities for the Excluded Targets.

“Research Tools” means any technology which is designed, developed and used solely for performing research and drug discovery activities (and, for clarity, not for the diagnosis, treatment, prevention, palliation, or prophylaxis of human diseases and conditions), which, for the avoidance of doubt, shall include cDNAs, antibodies, cell lines, knock-out animals, assays and other similar research tools.

“Reviewing Accountant” shall have the meaning set forth in Section 2.6(b).

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“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller” has the meaning set forth in the preamble hereof.

“Seller Adverse Recommendation Change” has the meaning set forth in Section 5.3(b).

“Seller Allocation Notice” has the meaning set forth in Section 2.6(b).

“Seller Biological Materials” means (i) any tissues, cells, cell lines, organisms, blood samples, genetic material, antibodies and other biological substances and materials, and any Research Tools and (ii) any biological products, as such term is defined in Section 351 of the PHS Act, in the case of each of (i) and (ii) that are owned or otherwise Controlled by Seller or any of its Affiliates on the Closing Date and that are primarily related to, or reasonably necessary or useful to Exploit, the Compounds and Products.

“Seller Board” means the Board of Directors of Seller.

“Seller Board Recommendation” has the meaning set forth in Section 3.2(c).

“Seller Common Stock” has the meaning set forth in Section 5.3(e).

“Seller Data” means all databases and data, including all tangible embodiments thereof, and all rights therein, in each case owned or Controlled by, or licensed to, Seller or any of its Affiliates as of the Closing Date that are primarily related to, or reasonably necessary or useful to Exploit, the Compounds and Products. Notwithstanding the foregoing, “Seller Data” shall exclude the Excluded Know-How.

“Seller Intellectual Property” means all Patents, Copyrights, and Software, the Seller Data, all Know-How that does not constitute Seller Data, and other Intellectual Property Rights, that is owned or Controlled by, or licensed to, Seller or any of its Affiliates on the Closing Date and that is primarily related to, or reasonably necessary or useful to Exploit, the Compounds or Products, and the right to recover for past infringement of any of the foregoing. Notwithstanding the foregoing, “Seller Intellectual Property” shall exclude (a) the Excluded Know-How and (b) the Patents, Trademarks, Copyrights listed on Schedule 1.1(d).

“Seller Notice of Recommendation Change” has the meaning set forth in Section 5.3(b).

“Seller Registered Intellectual Property” has the meaning set forth in Section 3.5(a).

“Seller Regulatory Authorizations” means any and all (i) Regulatory Authorizations and (ii) applications or notifications or submissions for Regulatory Authorizations, in either case that are (a) owned or otherwise Controlled by Seller or any of its Affiliates on the Closing Date and (b) primarily related to, or is reasonably necessary or useful to Exploit, the Compounds or Products.

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“Seller Regulatory Documentation” means any and all Regulatory Documentation, including all Seller Regulatory Authorizations, that is owned by, or otherwise Controlled by, Seller or any of its Affiliates on the Closing Date and that is primarily related to, or is reasonably necessary or useful to Exploit, the Compounds or Products.

“Seller Related Parties” has the meaning set forth in Section 7.3(e).

“Seller Stockholder Approval” has the meaning set forth in Section 3.2(d).

“Seller Stockholders’ Meeting” has the meaning set forth in Section 5.14(c).

“Seller’s Charter” has the meaning set forth in Section 3.1.

“Seller’s Knowledge” (and similar phrases) means, with respect to any matter in question, the actual knowledge of Seller’s following officers: Richard Peters, Devin Smith, Michael Wyzga and Dan Tardiff, after making due inquiry of their direct reports.

“Social Security Act” has the meaning set forth in Section 3.11(e).

“Specified Transaction” means (x) any direct or indirect acquisition or purchase of, or license or grant of rights to, any material portion of the Purchased Assets or (y) any direct or indirect acquisition or purchase of more than 50% of the Seller Common Stock or substantially all of the assets of Seller and its Subsidiaries, taken as a whole.

“Straddle Period” has the meaning set forth in Section 5.6(b).

“Subsidiary” of any Person means another Person, an amount of the voting securities, other voting rights or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.

“Superior Proposal ” has the meaning set forth in Section 5.3.

“Targets” means all of (i) the therapeutic targets described on Schedule 1.1(c) and (ii) all other therapeutic targets that are or were subject to the Seller’s and its Affiliates’ programs of discovery efforts, research and development carried out on or prior to the Closing Date, other than the Excluded Targets.

“Tax” or “Taxes” means all taxes, assessments, duties, fees or similar charges of any kind, in each case in the nature of a tax, including any surcharges, interest, penalties, and additions thereto.

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“Tax Return” means all returns (including amended returns), requests for extensions of time, claims for refund, declarations of estimated Tax payments, reports, estimates, information returns and statements, including any related or supporting information with respect to any of the foregoing, filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection or administration of any Taxes.

“Taxing Authority” means any Governmental Authority or any quasi-governmental body exercising Tax regulatory authority.

“Termination Fee” has the meaning set forth in Section 7.3(b).

“Third Party” means any Person other than: (a) Seller or Buyer or (b) any Affiliates of Seller or Buyer.

“Transfer Date” has the meaning set forth in Section 2.5.

“Transfer Taxes” has the meaning set forth in Section 5.8(a).

“Whitehead Agreement” means the Tangible Property and Exclusive Patent License Agreement, dated February 4, 2016, among, inter alia, Whitehead Institute for Biomedical Research and Seller (as amended prior to the date hereof).

Section 1.2.    Interpretation. When a reference is made in this Agreement to an Article, a Section, Exhibit or Schedule, such reference shall be to an Article of, a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement, any Related Document or in any Exhibit or Schedule hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, such Related Document or such Exhibit or Schedule. Whenever the words “include”, “includes” or “including” are used in this Agreement or any Related Document, they shall be deemed to be followed by the words “without limitation”. The word “or,” when used in this Agreement, has the inclusive meaning represented by the phrase “and/or.” The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to the “date hereof” refer to the date of this Agreement. “Extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”. For purposes of this Agreement and the Related Documents, the phrases “delivered or made available to Buyer prior to the date hereof”, “delivered or made available to Buyer in the data room prior to the date hereof”, “has made available to Buyer prior to the date hereof” or “has made available to Buyer in the data room prior to the date hereof” and similar expressions in respect of any document or information will be construed for all purposes of this Agreement and the Related Documents as meaning that a copy of such document or information was filed and made available for viewing by Buyer in the electronic data rooms hosted by Donnelley Financial Solutions in each case no later than three Business Days prior to the date hereof. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in

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this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract or statute defined or referred to herein or in any Contract that is referred to herein means (a) in the case of any statute, such statute and any comparable statute that from time to time replaces such statute by succession, and any rules and regulations promulgated thereunder and (b) in the case of any Contract, such Contract and all amendments, modifications and attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

ARTICLE II

PURCHASE AND SALE

Section 2.1.    Purchase and Sale of Purchased Assets; Purchase Price.

(a)    Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause each of its Affiliates owning or otherwise Controlling any of the Purchased Assets to, sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), free and clear of all Liens, other than Permitted Liens, and Buyer (or its designated Affiliate) shall purchase, take delivery of and acquire from Seller (and its Affiliates) all of Seller’s (and its Affiliates’) right, title and interest in, to and under all of the Purchased Assets.

(b)    In consideration of the sale, conveyance, delivery, transfer and assignment of the Purchased Assets to Buyer and Seller’s other covenants and obligations hereunder, upon the terms and subject to the conditions hereof:

(i)    at the Closing, Buyer shall pay to Seller, by wire transfer of immediately available funds to the account set forth on Schedule 2.1(b)(i), the Purchase Price; and

(ii)    at the Closing, Buyer (or its designated Affiliate) shall assume the Assumed Liabilities in accordance with Section 2.3.

Section 2.2.    Purchased Assets; Excluded Assets.

(a)    The term “Purchased Assets” means all of Seller’s (and its Affiliates’) right, title and interest in, to and under the following properties and assets (tangible or intangible):

(i)    all Seller Biological Materials, including as set forth on Schedule 2.2(a)(i);

(ii)    all Seller Regulatory Documentation, including, for the avoidance of doubt, original and, if available, electronic copies;

(iii)    all Seller Intellectual Property, including the Seller Registered Intellectual Property set forth on Schedule 2.2(a)(iii);

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(iv)    all Books and Records, and all originals of any tangible embodiments of Seller Intellectual Property, including Docket Files; provided, however, that Seller may retain a copy of any such Books and Records to the extent necessary for Tax, regulatory compliance or accounting purposes;

(v)    all Inventory, including as set forth on Schedule 2.2(a)(v);

(vi)    the Contracts set forth on Schedule 2.2(a)(vi) (the “Assumed Contracts”), including all rights thereunder;

(vii)    all Permits, including as set forth on Schedule 2.2(a)(vii);

(viii)    all Actions, rights of recovery, and rights of indemnification or setoff against Third Parties and other claims arising out of or relating to the Business or the Assumed Liabilities and all other intangible property rights that relate to the Business or the Assumed Liabilities; and

(ix)    all other properties, assets and rights (tangible or intangible) of Seller (and its Affiliates) necessary to conduct the Business, other than any properties, assets or rights that are addressed by the subject matter of clauses (i) through (viii) of this Section 2.2(a) or clauses (i) through (vi) of Section 2.2(b), but, in all cases excluding the Excluded Agreements, Excluded Compounds and Excluded Know-How.

(b)    Buyer acknowledges that the Purchased Assets shall consist only of those assets described in Section 2.2(a) and all other assets of Seller and its Affiliates are excluded (collectively, the “Excluded Assets”). Notwithstanding anything to the contrary herein, Excluded Assets shall include:

(i)    all cash and cash equivalents of Seller;

(ii)    all Contracts other than the Assumed Contracts;

(iii)    all rights, claims and credits of Seller to the extent relating to any Excluded Asset or any Excluded Liability;

(iv)    all land, buildings, improvements and fixtures thereon owned or leased by Seller;

(v)    any refunds for Taxes relating to the Pre-Closing Period (excluding, for the avoidance of doubt, any refunds with respect to Assumed Taxes);

(vi)    all Employee Benefit Plans, including any assets thereof or relating thereto;

(vii)    the Excluded Agreements, Excluded Targets, Excluded Compounds and Excluded Know-How; and

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(viii)    except to the extent included in the Purchased Assets, all other properties, assets, goodwill and rights of Seller of whatever kind and nature, real, personal or mixed, tangible or intangible.

Section 2.3.    Assumed Liabilities; Excluded Liabilities.

(a)    Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause its Affiliates to, sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller and its applicable Affiliates, the Assumed Liabilities.

(b)    Notwithstanding anything in this Agreement or the Related Documents to the contrary, other than the Assumed Liabilities, Buyer shall not be the successor to Seller or any of its Affiliates, and Buyer expressly does not assume and shall not become liable to pay, perform or discharge, any Liability whatsoever of Seller or any of its Affiliates, whether or not arising out of or otherwise relating in any way to the Purchased Assets, other than the Assumed Liabilities. All such Liabilities are referred to herein as the “Excluded Liabilities”. Seller shall, or shall cause its Affiliates to, pay, perform and discharge when due all of the Excluded Liabilities. Without limitation of the foregoing, the Excluded Liabilities shall include the following Liabilities:

(i)    any Liabilities relating to or arising out of the Excluded Assets;

(ii)    any Liabilities relating to or arising out of Accounts Payable (other than the Assumed Liabilities);

(iii)    any Excluded Taxes;

(iv)    any Liabilities to present or former members or shareholders of Seller or any of its Affiliates, in their capacity as such;

(v)    any Liabilities of Seller or any of its Affiliates under this Agreement, the Related Documents or in connection with the Contemplated Transactions;

(vi)    all Liabilities under any Contract that is not an Assumed Contract;

(vii)    any Liabilities (including all Actions relating to such Liabilities) of Seller or any of its Affiliates to any Person and claims from any Person relating to or arising out of circumstances existing on or prior to the Closing, including those relating to or arising out of any product liability, patent infringement, breach of warranty or similar claim for injury to person or property that resulted from the use, operation, ownership or misuse of the Purchased Assets or the operation of the business of Seller or any of its Affiliates, including the conduct of the Business, to the extent such conduct occurred on or prior to the Closing;

(viii)    any Liabilities (including all Actions relating to such Liabilities) from or relating to the Intellectual Property Rights of any Person on or prior to the Closing,

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including any Liability for any loss or infringement, dilution, misappropriation, other violation thereof or for violation of privacy, personal information or data protection rights;

(ix)    all Liabilities arising out of or relating to (A) the employment of, or receipt of services from, any individual or (B) any Employee Benefit Plan; and

(x)    any other Liabilities arising out of the Purchased Assets or the operation of the business of Seller or any of its Affiliates on or prior to the Closing, whether or not any such Liabilities are claimed or otherwise arise prior to or after the Closing (other than the Assumed Liabilities).

Section 2.4.    Closing; Closing Deliverables.

(a)    Closing. The closing of the Contemplated Transactions (the “Closing”) shall take place remotely, by exchange of electronic copies of the agreements, documents, certificates and other instruments set forth in this Section 2.4, at 10:00 a.m., New York City time, on the second Business Day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other place, time and date as shall be agreed between Buyer and Seller. The date on which the Closing occurs is referred to herein as the “Closing Date.”

(b)    Seller Closing Deliverables. At the Closing, Seller shall deliver or cause to be delivered to Buyer:

(i)    the Bill of Sale, Assignment and Assumption Agreement, in the form of Exhibit 2.4(b)(i) (the “Bill of Sale, Assignment and Assumption Agreement”), duly executed by Seller and/or its applicable Affiliates;

(ii)    a Patent Assignment Agreement, in the form of Exhibit 2.4(b)(ii) (the “Patent Assignment Agreement”), duly executed by Seller and/or its applicable Affiliates;

(iii)    a duly completed and accurate IRS Form W-9;

(iv)    evidence, acceptable to Buyer in its sole discretion, that all Liens set forth on Schedule 3.4(a) have been properly terminated or released on or before the Closing, including either (i) a completed UCC-3 Termination Statement, in a proper form for filing, in respect of each such Lien, or (ii) a payoff letter from the secured party thereunder, in form and substance acceptable to Buyer, certifying that upon receipt by or on behalf of Seller of the amount specified in such payoff letter, such Lien shall be released with no further action and that such secured party will, promptly upon receipt of the specified amount, deliver to Buyer a duly executed UCC-3 Termination Statement, in a proper form for filing, in respect of such Lien;

(v)    all physical or tangible Purchased Assets at a location reasonably designated by Buyer at least five Business Days prior to the Closing; and

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(vi)    access to all Books and Records, Seller Regulatory Documentation and Docket Files that are, in each case, stored in an electronic or digital format in a manner mutually agreed by the Parties.

(c)    Buyer Closing Deliverables. At the Closing, Buyer shall deliver or cause to be delivered to Seller:

(i)    the payment required pursuant to Section 2.1(b)(i);

(ii)    the Bill of Sale, Assignment and Assumption Agreement, duly executed by Buyer and/or its applicable Affiliates; and

(iii)    the Patent Assignment Agreement, duly executed by Buyer and/or its applicable Affiliates.

Section 2.5.    Third Party Consents. If the assignment or transfer of any asset included in the Purchased Assets or any claim, right or benefit arising thereunder or resulting therefrom, without the consent of a Third Party, would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to an agreement concerning such asset, claim, right or benefit, or, upon assignment or transfer, would in any way adversely affect the rights of Seller or, upon transfer, Buyer (each, a “Non-Assignable Right”), then, if requested by Buyer, Seller shall use commercially reasonable efforts, at Buyer’s sole cost and expense, to obtain such consent after the execution of this Agreement until such consent is obtained. If any such consent cannot be obtained prior to the Closing and the Closing occurs, then, notwithstanding anything to the contrary in this Agreement or any Related Document, (a) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the applicable Non-Assignable Right until and unless such consent is obtained (at which point such Non-Assignable Right will be deemed to have been assigned or transferred under this Agreement on such date (the “Transfer Date”)), and, if requested by Buyer, Seller shall use commercially reasonable efforts, at Buyer’s sole cost and expense, to obtain such consent as soon as possible after the Closing; and (b) upon delivery of Buyer’s written election to Seller, (i) the Non-Assignable Right shall be an Excluded Asset and Buyer shall have no Liability whatsoever with respect to any such Non-Assignable Right or any Liability with respect thereto (and any consent to transfer or assignment obtained thereafter shall have no effect) or (ii) Seller shall, at its sole cost and expense, obtain for Buyer substantially all of the practical benefit and burden of such Non-Assignable Right, including by (A) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to Buyer and Seller, (B) subject to the consent and control of Buyer, enforcement, at the cost and for the account of Buyer, of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise and (C) continuing to comply with, and perform, any contractual obligations associated with such Non-Assignable Right. For the avoidance of doubt, nothing in this Section 2.6 shall affect any determination as to whether any of the conditions set forth in Article VI have been satisfied.

Section 2.6.    Purchase Price Allocation.

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(a)    Within ninety (90) days following the Closing Date, Buyer shall provide the Seller with a proposed allocation of the Purchase Price and the applicable Assumed Liabilities (together with any other amounts treated as consideration for U.S. Federal income Tax purposes) among the Purchased Assets (the “Buyer Draft Allocation”).

(b)    If the Seller disagrees with the Buyer Draft Allocation, the Seller may, within thirty (30) days after delivery of the Buyer Draft Allocation, deliver a notice (the “Seller Allocation Notice”) to Buyer to such effect, specifying the items with which the Seller disagrees and setting forth Seller’s proposed allocation of the Purchase Price (and other relevant amounts). If the Seller Allocation Notice is duly delivered, the Seller and Buyer shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts). If the Seller and Buyer are unable to reach such agreement, the Seller and Buyer shall submit all matters that remain in dispute with respect to the Seller Allocation Notice (along with a copy of the Buyer Draft Allocation marked to indicate those line items not in dispute) to an independent, nationally recognized accounting firm mutually agreed to by the Seller and Buyer (the “Reviewing Accountant”). The Seller and Buyer shall instruct the Reviewing Accountant to make a determination no later than thirty (30) days following the submission of such dispute, based solely on the written submissions of the Seller, on the one hand, and Buyer, on the other hand. The Reviewing Accountant shall adjust the Buyer Draft Allocation based on these determinations. All fees and expenses relating to the work, if any, to be performed by the Reviewing Accountant shall be borne equally by the Seller and Buyer.

(c)    The Buyer Draft Allocation, as prepared by Buyer if the Seller has not delivered a Seller Allocation Notice in accordance with Section 2.6(b), as adjusted pursuant to any agreement between the Seller and Buyer, or as adjusted by the Reviewing Accountant (in each case, the “Purchase Price Allocation”), shall, absent fraud, be conclusive and binding on the Seller and Buyer for all Tax purposes. The Purchase Price Allocation shall be amended to reflect any adjustment to the Purchase Price in a manner consistent with applicable Tax Law (including Section 1060 of the Code).

(d)    Seller and Buyer shall file all applicable Tax Returns (including IRS Form 8594) in a manner consistent with the Purchase Price Allocation and shall not take any Tax position that is inconsistent with the Purchase Price Allocation in connection with any proceeding before any Taxing Authority, in each case unless otherwise required by a final “determination” as defined in Section 1313(a) of the Code (or a similar provision of state, local or foreign Tax Law). In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Subject to (a) the Schedules attached hereto (to the extent any such Schedule is numbered to correspond to a representation or warranty, and to the extent that it is reasonably clear from a reading of a disclosure in a Schedule that such disclosure is applicable to another representation or warranty, and provided that the inclusion of any information in the Schedules shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in or would result in a Material Adverse Effect, or is outside the ordinary course of business of Seller) and (b) the documents filed with or furnished to the SEC by Seller on or after January 1, 2020 and publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval system on or before the day that is one (1) Business Day prior to the date of this Agreement (excluding disclosures to the extent predictive, cautionary or forward-looking in nature), Seller represents and warrants to Buyer as set forth in this Article III.

Section 3.1.    Organization, Standing and Power. Seller is a corporation, duly organized, validly existing and in good standing under the laws of Delaware, and has all requisite corporate power and authority to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted, except where the failure to be in good standing or have such power or authority, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Business or the Purchased Assets. Seller and each of its Affiliates is duly qualified or licensed to do business and is in good standing (in jurisdictions that recognize the concept of good standing) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or to be in good standing individually or in the aggregate has not been and would not reasonably be expected to be material to Seller, the Business or the Purchased Assets. Seller has made available to Buyer, prior to the execution of this Agreement, complete and accurate copies of Seller’s articles of incorporation (as amended or supplemented from time to time, “Seller’s Charter”). Seller is not in violation of any of the provisions of Seller’s Charter.

Section 3.2.    Authority; Noncontravention. (a) Seller has all requisite corporate power and authority to execute and deliver this Agreement and the Related Documents and to consummate the Contemplated Transactions. The execution and delivery of this Agreement and the Related Documents by Seller and the consummation by Seller of the Contemplated Transactions have been duly authorized by all necessary corporate action on the part of Seller (other than the receipt of the Seller Stockholder Approval) and no other corporate proceedings on the part of Seller or any of its Affiliates are necessary to authorize this Agreement, the Related Documents or to consummate the Contemplated Transactions (other than the receipt of the Seller Stockholder Approval). Each of this Agreement and the Related Documents has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in

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accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies.

(b)    The execution and delivery of this Agreement and the Related Documents by Seller do not, and the consummation of the Contemplated Transactions and compliance by Seller with the provisions of this Agreement and the Related Documents will not, conflict with, or result in any violation or breach of, or default under (with or without notice or lapse of time, or both), or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon the Purchased Assets under, (i) Seller’s Charter, (ii) any Contract to which Seller or any of its Affiliates is a party or to which any of the Purchased Assets are subject or (iii) any (A) statute, ordinance, rule, regulation or other Law applicable to Seller, any of its Affiliates, the Business or the Purchased Assets or (B) Order applicable to Seller, any of its Affiliates, the Business or the Purchased Assets, except in the cases of clauses (ii) and (iii), where the conflict, violation, breach, default, termination, cancellation, acceleration or creation of a Lien, individually or in the aggregate, has not been and would not reasonably be expected to be material to Seller, the Business or the Purchased Assets, or that would not reasonably be expected to prevent, materially impede or materially delay the consummation by Seller of the Contemplated Transactions.

(c)    The Seller Board, at a meeting duly called and held, unanimously adopted resolutions (i) authorizing and approving the execution, delivery and performance by Seller of this Agreement and, subject to the receipt of the Seller Stockholder Approval, the consummation by Seller of the Contemplated Transactions, (ii) declaring that this Agreement and the Contemplated Transactions are advisable and in the best interests of Seller, (iii) directing that the Contemplated Transactions be submitted for consideration at a meeting of the holders of shares of Seller Common Stock and (iv) recommending that the holders of shares of Seller Common Stock approve the Contemplated Transactions (such recommendation, the “Seller Board Recommendation”), which resolutions have not, except after the date hereof as permitted by Section 5.3, been subsequently rescinded, modified or withdrawn.

(d)     The affirmative vote (in person or by proxy) of the holders of Seller Common Stock entitled to cast a majority of all the votes entitled to be cast on such matter (the “Seller Stockholder Approval”), at the Seller Stockholders’ Meeting, in favor of this Agreement and the Contemplated Transactions, is the only vote of the holders of any class or series of securities of Seller necessary to approve this Agreement and the Contemplated Transactions.

(e)    No consent, approval, Order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority (each, a “Governmental Consent”) is required by or with respect to Seller, any of its Affiliates or the Business in connection with the execution and delivery of this Agreement or any Related Document by Seller, the transfer of the Purchased Assets to Buyer or the consummation of the Contemplated Transactions, except for (i) compliance with the applicable requirements of the Exchange Act, including the filing with the SEC of the Registration Statement and (ii) the receipt, termination or expiration, as applicable, of approvals or waiting periods under any applicable antitrust, competition, fair trade or similar Laws.

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Section 3.3.    Absence of Certain Changes or Events. Since December 31, 2021 to the date of this Agreement (a) no event has occurred which would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, (b) there has been no material loss, destruction or damage (in each case, whether or not insured) affecting the Business or the Purchased Assets and (c) Seller and its Affiliates have conducted activities with respect to the Business in the ordinary course of business (except for the execution and performance of this Agreement and the Merger Agreement and the discussions, negotiations and transactions related thereto) consistent with past practice and have not taken any actions, which, if taken after the date of this Agreement and prior to the Closing Date would constitute a breach of Section 5.1(b).

Section 3.4.    Good Title; Sufficiency of Assets.

(a)    (i) Seller (together with its Affiliates) has good and marketable title to, or valid contract rights to, as applicable, all of the Purchased Assets free and clear of all Liens (other than Permitted Liens), and has the complete and unrestricted power and unqualified right to sell, assign, transfer and deliver to Buyer, as applicable, the Purchased Assets and (ii) there are no adverse claims of ownership to the Purchased Assets and neither Seller nor any of its Affiliates has received written (or, to Seller’s Knowledge, any other) notice that any Person has asserted a claim of ownership or right of possession or use in or to any of the Purchased Assets, nor are there, to Seller’s Knowledge, any facts, circumstances or conditions on which any such claim could be brought in the future. At the Closing, Buyer will acquire from Seller (and its Affiliates) good and marketable title to, or valid contract rights to, as applicable, all of the Purchased Assets, free and clear of all Liens (other than Permitted Liens).

(b)    The Purchased Assets constitute (i) all of the properties, interests, assets and rights of Seller or any of its Affiliates acquired, conceived, collected, compiled, generated, reduced to practice or otherwise made or used in connection with the Research and Development Program, (ii) all of the properties, interests, assets and rights of Seller or any of its Affiliates used, held for use or intended to be used in connection with the Research and Development Program or the Compounds and (iii) all of the properties, interests, assets and rights necessary for Buyer and its Affiliates to continue to conduct the Research and Development Program as presently conducted.

Section 3.5.    Intellectual Property.

(a)    Schedule 2.2(a)(iii) sets forth, as of the date hereof, a complete and accurate list of all registrations or applications for registration, as applicable, of Patents (which list specifically identifies all Patent registrations and Patent applications solely and exclusively owned by Seller and its Affiliates), Trademarks and Copyrights that, in each case, are Controlled by Seller and its Affiliates and used in, held for use in or are specifically related to the Business (“Seller Registered Intellectual Property”). Seller and its Affiliates have timely made all filings and payments with Governmental Authorities as may be necessary or appropriate to preserve, maintain and protect the Seller Registered Intellectual Property. The Seller Registered Intellectual Property is subsisting, and to the Seller’s Knowledge, is valid and enforceable.

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(b)    Seller (together with its Affiliates) exclusively owns, or validly Controls, all rights, title and interests in and to the Seller Intellectual Property, free and clear of all Liens (other than Permitted Liens).

(c)    Seller (together with its Controlled Affiliates) exclusively owns or has a valid license to use all Intellectual Property Rights which are used, held for use or necessary to conduct the Business in the manner currently conducted and as proposed to be conducted. Each such Intellectual Property Right will, immediately subsequent to the Closing, be transferred to, and Controlled by, Buyer on the same terms with which Seller (or its applicable Affiliate), immediately prior to the Closing, Controlled such Intellectual Property Right.

(d)    To Seller’s Knowledge, the conduct of the Business has not infringed, diluted, misappropriated or otherwise violated, and is not infringing, diluting, misappropriating or otherwise violating the Intellectual Property Rights of any Third Party. To Seller’s Knowledge, no Third Party has infringed, diluted, misappropriated or otherwise violated or is or are infringing, diluting, misappropriating or otherwise violating the Seller Intellectual Property.

(e)    No Actions have been brought or, to Seller’s Knowledge, have been threatened with regard to (i) the ownership, validity, enforceability, registration, Control or use of any Seller Intellectual Property, including interferences, oppositions, reissues, reexaminations cancellations, revocations and rectifications; (ii) any Third Party actually or potentially infringing, diluting, misappropriating or otherwise violating Seller Intellectual Property or (iii) any actual or potential infringement, dilution, misappropriation or other violation of the Intellectual Property Rights of any Third Party with respect to the conduct of the Business. Seller (or its applicable Affiliate) has the right to bring actions for infringement, including all rights to recover damages for past infringement (to the extent permitted by applicable Law), of all Seller Intellectual Property.

(f)    Each of the Patent registrations and Patent applications listed in Schedule 2.2(a)(iii) that are owned by Seller or its Affiliates properly identifies (and, to Seller’s Knowledge, such Patent registrations and Patent applications otherwise Controlled by Seller and its Affiliates properly identify) each and every inventor of the claims thereof as determined in accordance with the Laws of the jurisdiction in which such patent is issued or such patent application is pending. Each inventor named on the Patent registrations and Patent applications listed in Schedule 2.2(a)(iii) that are owned by Seller and its Affiliates has executed (and, to Seller’s Knowledge, such inventors named on such Patent registrations and Patent applications that are otherwise Controlled by Seller and its Affiliates have executed) an agreement assigning his, her or its entire right, title and interest in and to such Patent or Patent application, and the inventions embodied and claimed therein, to Seller or an Affiliate of Seller, or in the case of licensed Patents, to the appropriate owners.

(g)    No current or former director, officer, employee, contractor or consultant of Seller or any of its Affiliates owns any rights in or to any Seller Intellectual Property. All current and former directors, officers, employees, contractors and consultants of Seller and any of its Affiliates who contributed to the Business or to the discovery, creation or development of any Seller Intellectual Property did so (i) within the scope of his or her employment such that it

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constituted a work made for hire and all Seller Intellectual Property arising therefrom became the exclusive property of Seller (or an Affiliate thereof) or (ii) pursuant to a valid and enforceable written agreement, presently assigned all of his or her rights in Seller Intellectual Property to Seller (or an Affiliate thereof). No current or former directors, officers, employees, contractors or consultants of Seller or any of its Affiliates has made or threatened to make any claim or challenge against Seller or any of its Affiliates in connection with his or her contribution to the Business or to the discovery, creation or development of any Seller Intellectual Property, and, to Seller’s Knowledge, no circumstances exist which would reasonably be expected to lead to any such claim or challenge.

(h)    Each of Seller and its Affiliates has used reasonable efforts and taken commercially reasonable steps designed to maintain, preserve and protect its Know-How, proprietary Software and other confidential information acquired, conceived, developed, collected, compiled, generated, reduced to practice or otherwise made or used in connection with or related to the Business, including through requiring all former and current directors, officers, employees, contractors and consultants of Seller and its Affiliates to execute valid and enforceable written confidentiality agreements with respect to Intellectual Property Rights developed for or obtained from Seller and its Affiliates and entering into licenses and Contracts that require licensees, contractors and other Third Parties with access to the Know-How, proprietary Software or other confidential information to keep such Know-How, proprietary Software or other confidential information confidential. There has been no (i) violation of any confidentiality agreement involving Seller Intellectual Property or (ii) unauthorized use, disclosure or misappropriation of any Know-How or proprietary Software included in the Seller Intellectual Property. To the Seller’s Knowledge, no such inventor has any contractual or other obligation that would preclude any such assignment or otherwise conflict with the obligations of such inventor to Seller or an Affiliate of Seller under such agreement with Seller or such Affiliate.

(i)    Schedule 3.5(i) sets forth a complete and accurate list as of the date hereof of all Contracts (i) pursuant to which any Seller Intellectual Property Rights are licensed, sold, assigned, granted or otherwise conveyed or provided to Seller or any of its Affiliates by any other Person (other than software licenses for commercially available off the shelf software and services agreements entered into in the ordinary course of business the principal purpose of which is not the licensing, selling, assigning, granting or otherwise conveying Intellectual Property Rights), or (ii) pursuant to which the Seller or any of its Affiliates has granted to any other Person any right or interest in any Seller Intellectual Property (excluding services agreements entered into in the ordinary course of business the principal purpose of which is not the licensing, selling, assigning, granting or otherwise conveying Intellectual Property Rights, but including any obligations of such other Person to make any fixed or contingent payments based on the exploitation or transfer of Seller Intellectual Property, including royalty payments) (collectively (i) and (ii), “IP Contracts”). All material obligations for payment of monies currently due and payable by Seller or any of its Affiliates and other material obligations in connection with the IP Contracts have been satisfied in a timely manner. Seller is, and, to Seller’s Knowledge, all other Parties to the IP Contracts are, in material compliance therewith and, to Seller’s Knowledge, all IP Contracts are legal, valid, binding and enforceable.

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(j)    The execution and delivery of this Agreement and the Related Documents by Seller do not, and the consummation of the Contemplated Transactions and compliance by Seller with the provisions of this Agreement and any Related Document will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any right or obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon or the transfer of, any Seller Intellectual Property.

(k)    Other than the Research and Development Program, neither Seller nor any of its Affiliates nor, to Seller’s Knowledge, Third Party collaborators have any development program that produced any compound that primarily inhibits any of the Targets.

(l)    Neither Seller nor any of its Affiliates owns, Controls or has an interest in any compound that primarily inhibits any of the Targets other than the Compounds.

(m)    Seller has disclosed to Buyer all Seller Data and other information relating to the Compounds in its ownership or Control.

(n)    Sellers and its Affiliates are, and have been, in compliance with all applicable Data Protection Requirements. The Seller and its Affiliates have implemented and maintained commercially reasonable policies and procedures to respond to requests from individuals concerning their Personal Data as and to the extent required by applicable Data Protection Requirements. None of Seller’s or its Affiliates’ privacy policies or notices relating to Personal Data have contained any material omissions or have been intentionally misleading or deceptive. Sellers and its Affiliates have taken commercially reasonable measures that are sufficient to protect Personal Data within the possession or control of or processed by or on behalf of the Seller and its Affiliates against loss, theft, misuse or unauthorized use, access, modification, disclosure or processing.

(o)    The execution and delivery of this Agreement and the Related Documents by Seller do not, and the consummation of the Contemplated Transactions and compliance by Seller with the provisions of this Agreement and any Related Document will not breach or otherwise cause any violation of any Data Protection Requirement that would result in any constraint on the use of Personal Data following the Closing.

(p)    To the Knowledge of Seller, no Person has gained unauthorized access to, engaged in unauthorized use, modification, disclosure or processing of or unlawfully destroyed, lost or altered any Personal Data within the possession or control of, or processed by or on behalf of, Seller or its Affiliates. Seller and its Affiliates have not notified, either voluntarily or as required by any Data Protection Requirements, any affected Person, Third Party, Governmental Authority or the media of any breach or non-permitted use, modification, disclosure, or processing of Personal Data within the possession or control of, or processed by or on behalf of, the Seller or its Affiliates. No person (including any Governmental Authority) has commenced any Action with respect to loss, damage or unauthorized access, use, modification, disclosure or processing of any Personal Data within the possession or control of, or processed by or on behalf of, Seller and

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its Affiliates, and, to Seller’s Knowledge, there is no fact or circumstance that would reasonably be expected to lead to such an Action

(q)    The Compounds and Products, the Exploitation thereof, and the conduct of the Business conform to the specifications set forth on Schedule 3.5(q).

Section 3.6.    Assumed Contracts.

(a)    There are no Contracts, other than the Assumed Contracts, (i) to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates is bound, in either case, that (A) were entered into in connection with the Business or (B) are related to the Business or (ii) to which any of the Purchased Assets are subject.

(b)    Seller has made available to Buyer true, accurate and complete copies of the Assumed Contracts (and any Contracts listed on Schedule 3.6(a)), including all amendments, modifications and waivers relating thereto. The Assumed Contracts are legal, valid and binding agreements of Seller or an Affiliate of Seller and are in full force and effect and are enforceable against Seller or its applicable Affiliate and, to Seller’s Knowledge, each other party thereto, in accordance with their terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies. Seller or its applicable Affiliate has performed all obligations required to be performed by it to date under the Assumed Contracts, and neither Seller nor its applicable Affiliate is or will be (with or without notice or lapse of time, or both) in breach or default in any respect thereunder and, to Seller’s Knowledge, no other party to any Assumed Contract is or will be (with or without notice or lapse of time, or both) in breach or default in any respect thereunder. Neither Seller nor any of its Affiliates has received any notice of intention to terminate any Assumed Contract or of any claim of breach with respect to the performance of Seller’s (or its applicable Affiliate’s) obligations under any Assumed Contract.

Section 3.7.    Compliance with Law; Permits.

(a)    Since January 1, 2019, the business and operations of Seller and its Affiliates as such business and operations relate to the Business have been and are conducted in all material respects in compliance with all applicable Laws.

(b)    Seller and its Affiliates have had and maintained all Permits (not including Regulatory Authorizations), except where the failure to have such Permits individually or in the aggregate has not been and would not reasonably be expected to be material the Business or the Purchased Assets. Schedule 2.2(a)(vii) sets forth a true, accurate and complete list of each such Permits, and each such Permit is valid and in full force and effect. There has occurred no material default by Seller or its Affiliates under, or material violation by Seller or its Affiliates of, any such Permit.

(c)    Neither Seller nor any of its Affiliates has received any notice from any Governmental Authority or other Person to the effect that Seller or its applicable Affiliate is not,

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or may not be, in compliance with any Law or any Permit (other than Regulatory Authorizations) in any material respect with respect to the Business or the Purchased Assets. No Action is pending or, to Seller’s Knowledge, threatened to cancel, suspend, revoke or limit any of the Permits and, to Seller’s Knowledge, there is no basis for any such Action.

Section 3.8.    Litigation. There is no Action pending or, to Seller’s Knowledge, threatened before or by any Governmental Authority that, if successful, could reasonably be expected to be materially adverse to the Business or the Purchased Assets or could reasonably be expected to result in restraining, enjoining or otherwise preventing the consummation by Seller of the Contemplated Transactions. There is no outstanding Order of any Governmental Authority against Seller or any of its Affiliates arising out of or relating to the Business or the Purchased Assets that could reasonably be expected to be materially adverse to the Business or the Purchased Assets or that could reasonably be expected to result in restraining, enjoining or otherwise preventing the consummation by Seller of the Contemplated Transactions.

Section 3.9.    Employee Benefit Plans. Neither the Buyer nor any of its ERISA Affiliates shall have any obligation to contribute to, or shall have or would reasonably be expected to have any direct or indirect Liability with respect to, any Employee Benefit Plan subject to Title IV of ERISA.

Section 3.10.    Taxes.

(a)    All income and other material Tax Returns required to be filed for any Pre-Closing Tax Period with respect to the Purchased Assets have been filed when due in accordance with all applicable Laws. Each such Tax Return is complete and accurate in all material respects.

(b)    All Taxes required to be paid with respect to the Purchased Assets have been duly and timely paid in accordance with all applicable Laws.

(c)    Seller and its Affiliates have accrued on their books and records, in accordance with GAAP, all Taxes with respect to the Purchased Assets that are not yet due and payable.

(d)    There are no Liens for Taxes on the Purchased Assets, except for Permitted Liens.

(e)    There is no pending audit, examination, contest, litigation or other proceeding by any Taxing Authority that (i) could result in the creation of a Lien on any of the Purchased Assets (other than Permitted Liens) or (ii) is related to the Purchased Assets, the Assumed Liabilities or the Business.

(f)    No Tax Return of any of Seller or any of its Affiliates to the extent related to the Purchased Assets is under audit or examination by any Taxing Authority, and no such audit or examination has been threatened in writing.

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(g)    Seller and the Affiliates of Seller that own the Purchased Assets have complied in all material respects with all applicable Laws relating to the collection, payment and withholding of Taxes and has, within the time and manner prescribed by Law, collected, withheld from and paid over to the appropriate Taxing Authority all amounts required to be so collected, withheld and paid over under applicable Law.

Section 3.11.    Regulatory Matters.

(a)    Schedule 3.11(a) sets forth as of the date hereof a true and complete list of all Seller Regulatory Authorizations. The Seller Regulatory Authorizations include all material Regulatory Authorizations that are required for or relate to the Business or the Purchased Assets. Seller or one of its Affiliates is the sole and exclusive owner of all of the Seller Regulatory Authorizations and none of the Seller Regulatory Authorizations have been sold, conveyed, delivered, transferred or assigned to another party. Each such Seller Regulatory Authorization (A) has, to Seller’s Knowledge, been validly issued or acknowledged by the appropriate Governmental Authority and is in full force and effect and (B) is transferable to Buyer. To Seller’s Knowledge, there are no facts, circumstances or conditions that could prevent the transfer of any Seller Regulatory Authorization to Buyer on or after the Closing Date.

(b)    All pre-clinical and clinical studies, trials and investigations conducted or sponsored in relation to the Business are being, and at all times have been, conducted in compliance in all material respects with all applicable clinical protocols, informed consents and applicable Laws administered or issued by applicable Governmental Authorities, including (to the extent applicable) (i) the U.S. Food and Drug Administration (“FDA”) or other health authority standards for conducting non-clinical laboratory studies, including those contained in Title 21, part 58 of the Code of Federal Regulations, (ii) investigational new drug requirements, (iii) FDA or other health authority standards for the design, conduct, performance, monitoring, auditing, recording, analysis and reporting of clinical trials, including those contained in Title 21, parts 50, 54, 56, 312, 314, and 320 of the Code of Federal Regulations, (iv) federal and state laws or other regulatory authority standards for restricting the use and disclosure of individually identifiable health information, (v) the International Council for Harmonisation’s Guideline on Good Clinical Practice (ICH Topic E6) and (vi) communications or notices from Governmental Authorities regarding the conduct of such studies, trials and investigations. Except as included in the Seller Regulatory Documentation that has been made available to Buyer prior to the date hereof, there have been no adverse events, adverse drug reactions or other safety events in patients in a clinical trial conducted or sponsored in relation to the Business, the effect of which would reasonably be expected to (x) prevent Buyer from obtaining approval from a Governmental Authority to market a Product in the United States or (y) delay such approval to such an extent that the delay (taking into account the expected length of such delay and the basis or reasons therefor) would materially impair the aggregate financial value to be derived by Buyer from a Product. All clinical trial adverse events in patients in a clinical trial conducted or sponsored in relation to the Business, to Seller’s Knowledge, have been disclosed to Buyer and all associated correspondence, including actual or potential claims for recompense, have been made available to Buyer.

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(c)    Except as otherwise disclosed in Schedule 3.11(c), no Governmental Authority has commenced, or, to Seller’s Knowledge, threatened to initiate, any Action to place a clinical hold order on, or otherwise terminate, delay or suspend any proposed or ongoing pre-clinical or clinical studies, trials, IND or investigations conducted or proposed to be conducted in connection with the Business.

(d)    Since January 1, 2019, Seller and its Affiliates have not directly or indirectly received any oral or written communication (including any warning letter, untitled letter, Form FDA 483 or similar notice) from any Governmental Authority, and to Seller’s Knowledge there are no material Actions related to the Business or the Purchased Assets pending or threatened (including any prosecution, injunction, seizure, civil fine, suspension or recall), in each case (i) relating to, arising under or alleging that Seller, any of its Affiliates or any of its or their officers, employees or agents is not currently in compliance with, any Law administered or issued by any Governmental Authority or (ii) regarding any debarment action or investigation in respect of Seller, any of its Affiliates or any of its or their officers, employees or agents undertaken pursuant to 21 U.S.C. Section 335a, or any similar regulation of a Governmental Authority. There are no pending voluntary or involuntary destruction orders, seizures or other regulatory enforcement actions related to the Business or the Purchased Assets and, to Seller’s Knowledge, no Seller Data relating to the Compounds that has been made public is the subject of any regulatory or other Action, either pending or threatened, by any Governmental Authority relating to the truthfulness or scientific adequacy of such Seller Data. Seller has made available to Buyer prior to the date hereof unredacted copies of all material correspondence between the Seller and its Affiliates, on the one hand, and the FDA, EMA or any other Governmental Authority, on the other hand, including minutes and contact reports relating to any communications with any Governmental Authority.

(e)    Since January 1, 2019, none of Seller, its Affiliates nor, to Seller’s Knowledge, any officer, employee, or agent of Seller or its Affiliates, has made an untrue statement of a material fact or fraudulent statement to the FDA or any other Governmental Authority, failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Authority, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) or for any other Governmental Authority to invoke any similar policy. None of Seller, its Affiliates nor, to Seller’s Knowledge, any officer, employee or agent of Seller or its Affiliates has been convicted of any crime or engaged in any conduct for which debarment is mandated by or authorized by 21 U.S.C. Section 335a or any similar Laws. None of Seller, its Affiliates nor, to Seller’s Knowledge, any officer, employee or agent of Seller or its Affiliates has been convicted of any crime or engaged in any conduct for which such Person could be excluded from participating in the Federal health care programs under Section 1128 of the Social Security Act of 1935, as amended (the “Social Security Act”), or any similar Laws.

(f)    Seller and its Affiliates are, and, since January 1, 2019, have been, in compliance with: (i) laws, regulations and guidance pertaining to state and federal Anti-Kickback

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Statutes (42 U.S.C. §§ 1320a-7b(b), et seq. and their implementing regulations) and the related Safe Harbor Statutes; (ii) laws, regulations and guidance pertaining to submission of false claims to governmental or private health care payors (31 U.S.C. §§ 3729, et seq. and its implementing regulations); and (iii) state laws and federal laws and regulations relating to providing and reporting of payments to health care professionals or health care entities.

(g)    None of Seller or any of its Affiliates is a “covered entity” or a “business associate” pursuant to the Health Insurance Portability and Accountability Act of 1996 (as those terms are defined in 45 C.F.R. §160.103). Seller and its Affiliates have complied in all material respects with all other applicable Laws relating to the privacy and security of individually identifiable information, including the Federal Trade Commission Act, the Children’s Online Privacy Protection Act (COPPA), and similar Laws in any foreign jurisdiction in which Seller or any of its Affiliates does business.

Section 3.12.    SEC Documents; Registration Statement.

(a)    Since January 1, 2020, Seller has not filed any documents with the SEC, which, as of their respective filing dates (or, if amended prior to the date hereof, the date of filing of such amendment), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that the information in such document has been amended or superseded by a document filed prior to the date hereof.

(b)    The Registration Statement (including any amendment or supplement thereto), at the time first sent or given to the stockholders of Seller, at the time of the Seller Stockholders’ Meeting and at the time of any amendment or supplement thereof, will comply as to form in all material respects with the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, that Seller makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Buyer or any Affiliates thereof or any other party other than Seller and any Affiliates thereof for inclusion or incorporation by reference in the Registration Statement.

Section 3.13.    Inventory. Schedule 2.2(a)(v) sets forth the Inventory as of the second Business Day prior to the date hereof. As of the date hereof, the ingredients, intermediates, raw materials, components, consumables, finished product forms, work-in-progress materials and packaging materials contained in the Inventory (a) are free from any material defect or deficiency, (b) are in good and usable condition in the ordinary course of business and (c) meet all of the applicable requirements and specifications for the manufacture or use of such Inventory in the ordinary course, including good manufacturing practices.

Section 3.14.    Relationships with Suppliers. From January 1, 2020 to the date hereof, no supplier to the Business that is material to the Business has canceled or otherwise

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terminated, or provided notice to Seller of its intent, or, to Seller’s Knowledge, threatened to terminate its relationship with Seller with respect to the Business, or, from January 1, 2020 to the date hereof, decreased or limited in any material respect, or provided written (or, to Seller’s Knowledge, any other) notice to Seller of its intent, or, to Seller’s Knowledge, threatened to decrease or limit in any material respect, its supply to Seller. As of the date hereof, to Seller’s Knowledge, no supplier that is material to the Business is subject to an ongoing audit by a Governmental Authority of such supplier’s facilities or manufacturing processes.

Section 3.15.    Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of Seller or any of its Affiliates, other than H.C. Wainwright & Co., LLC, the fees, commissions and expenses of which will be paid by Seller.

Section 3.16.    Insurance. Seller and each of its Affiliates has complied in all material respects with the provisions of all material policies of insurance relating to the Business and the Purchased Assets under which it is an insured party. Since January 1, 2020, neither Seller nor any of its Affiliates has been refused any insurance with respect to the Business or the Purchased Assets. To Seller’s Knowledge, there are no existing claims under any insurance policy relating to the Business or the Purchased Assets. No written (or, to Seller’s Knowledge, any other) notice of cancellation or termination has been received with respect to any insurance policy relating to the Business or the Purchased Assets.

Section 3.17.    Adequate Consideration; Continued Solvency. The consideration to be received by Seller under this Agreement constitutes fair consideration and reasonable value for the Purchased Assets. Seller is (a) able to pay its debts as they become due, and (b) solvent and will be solvent immediately following the Closing. Seller is not engaged in business or a transaction, and has no legally binding obligation to engage in business or a transaction, for which its remaining assets and capital are or will be insufficient following the Closing. Seller does not intend to incur, or believe that it will incur, Liabilities that would be beyond its ability to pay as such Liabilities matured. Seller has not entered into this Agreement for the purpose of hindering, delaying or defrauding its creditors.

Section 3.18.    Related Party Transactions. Schedule 3.18 describes any transaction between Seller or its Subsidiaries, on the one hand, and any current or former partner, director, officer, employee, manager, member or significant stockholder of Seller, on the other hand, in each case, related to the Business. No current or former partner, director, officer, employee, manager, member or significant stockholder of Seller owns or has any interest in the Purchased Assets.

Section 3.19.    Anticorruption Matters.

(a)    Since January 1, 2019, none of Seller, any of its Affiliates or its or their respective directors, officers or employees or, to Seller’s Knowledge, any other Representatives, distributors, sales intermediaries or other Third Parties acting on behalf of Seller or any of its

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Affiliates, in any way relating to the Business: (i) has taken any action in violation of any applicable anticorruption Law, including the U.S. Foreign Corrupt Practices Act (“FCPA”) (15 U.S.C. § 78 dd-1 et seq.); or (ii) has corruptly, offered, paid, given, promised to pay or give, or authorized the payment or gift of anything of value, directly or indirectly, to any “Public Official”, as defined in this Section 3.19, for purposes of (A) influencing any act or decision of any Public Official in his official capacity; (B) inducing such Public Official to do or omit to do any act in violation of his lawful duty; (C) securing any improper advantage; or (D) inducing such Public Official to use his or her influence with a government, Governmental Authority, or commercial enterprise owned or controlled by any Governmental Authority (including state-owned or controlled veterinary or medical facilities), in order to assist the Seller or any of its Affiliates or any Person related in any way to the Business, in obtaining or retaining business.

(b)    None of the Seller’s or any of its Affiliates’ officers or directors, or, to Seller’s Knowledge, employees or agents acting on behalf of Seller are themselves Public Officials.

(c)    For purposes of this Section 3.19, “Public Official” means: (i) any officer, employee or representative of any regional, Federal, state, provincial, county or municipal government or government department, agency, or other division; (ii) any officer, employee or representative of any commercial enterprise that is owned or controlled by a government, including any state-owned or controlled veterinary or medical facility; (iii) any officer, employee or representative of any public international organization, such as the African Union, the International Monetary Fund, the United Nations or the World Bank; (iv) any person acting in an official capacity for any government or Governmental Authority, enterprise, or organization identified above; and (v) any political party, party official or candidate for political office.

(d)    To Seller’s Knowledge, there are no pending issues with respect to the violation of any applicable anticorruption Law, including the FCPA, relating to the Business.

(e)    Since January 1, 2019, Seller and its Affiliates have been subject to an anticorruption compliance program with respect to the Business appropriate to ensure compliance with applicable anticorruption Laws, including the FCPA.

Section 3.20.    Export Controls and Sanctions Matters.

(a)    Since January 1, 2019, none of Seller, any of its Affiliates or any of their respective Representatives, distributors, sales intermediaries or, to Seller’s Knowledge, other Third Parties acting on behalf of Seller or any of its Affiliates, in any way relating to the Business, has taken any action in violation of any applicable export control Law, trade or economic sanctions Law, or antiboycott Law, in the United States or any other jurisdiction, including: the Arms Export Control Act (22 U.S.C.A. § 2278), the Export Administration Act (50 U.S.C. App. §§ 2401-2420), the International Traffic in Arms Regulations (22 C.F.R. 120-130), the Export Administration Regulations (15 C.F.R. 730 et seq.), the Office of Foreign Assets Control Regulations (31 C.F.R. Chapter V), the Customs Laws of the United States (19 U.S.C. § 1 et seq.), the International Emergency Economic Powers Act (50 U.S.C. § 1701-1706), the U.S. Commerce Department

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antiboycott regulations (15 C.F.R. 560), the U.S. Treasury Department antiboycott requirements (26 U.S.C. § 999), any other export control regulations issued by the agencies listed in Part 730 of the Export Administration Regulations, or any applicable non-U.S. Laws of a similar nature.

(b)    Neither Seller, any Affiliate, nor its or their respective directors, officers or employees, or, to Seller’s Knowledge, distributor, agent, Representative, sales intermediary or other third party acting on behalf of the Seller or any of its Affiliates, in any way relating to the Business, is listed on the U.S. Office of Foreign Assets Control “Specially Designated Nationals and Blocked Persons” or any other similar list.

(c)    All export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required for the export, import and re-export of products, services, software and technology related to the Business (“Export Approvals”) have been obtained; and no Export Approvals are required by the Laws identified in Section 3.20(a) for continued export, reexport or import of the Purchased Assets.

(d)    To Seller’s Knowledge, there are no pending issues with respect to violation of the Laws identified in Section 3.20(a) or any other similar Law, relating to the Business.

(e)    Seller and its Affiliates have been subject to a compliance program with respect to the Business appropriate to ensure compliance with the Laws identified in Section 3.18(a).

Section 3.21.    No Other Representations and Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, NONE OF SELLER OR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AT COMMON LAW OR OTHERWISE, WITH RESPECT TO SELLER OR THE PURCHASED ASSETS; AND (B) NONE OF SELLER OR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AT COMMON LAW OR OTHERWISE, AS TO THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO BUYER AND ITS REPRESENTATIVES BY OR ON BEHALF OF SELLER AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO BUYER IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE CONTEMPLATED TRANSACTIONS, OTHER THAN (X) IN THE CASE OF CLAUSES (A) AND (B), IN THE CASE OF FRAUD, AND (Y) IN THE CASE OF CLAUSE (B), TO THE EXTENT ANY SUCH INFORMATION, DATA OR MATERIAL IS ITSELF THE SUBJECT OF A REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT. SELLER ACKNOWLEDGES AND AGREES THAT NONE OF BUYER OR ANY OTHER PERSON HAS MADE OR MAKES ANY REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AT COMMON LAW OR OTHERWISE, WITH RESPECT TO BUYER EXCEPT AS SET FORTH IN THIS AGREEMENT.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as set forth in this Article IV.

Section 4.1.    Organization, Standing and Power. Buyer is duly organized, validly existing and in good standing under the laws of the Belgium (to the extent Belgium recognizes the concept of good standing) and has all requisite corporate power and authority to carry on its business as presently conducted, except where the failure to be in good standing or have such power or authority, individually or in the aggregate, has not been and would not reasonably be expected to be material to Buyer, taken as a whole. Buyer is duly qualified or licensed to do business and is in good standing (in jurisdictions that recognize the concept of good standing) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not been and would not reasonably be expected to be material to Buyer.

Section 4.2.    Authority; Noncontravention. (a) Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the Related Documents and to consummate the Contemplated Transactions. The execution and delivery of this Agreement and the Related Documents by Buyer and the consummation by Buyer of the Contemplated Transactions have been duly authorized by all necessary corporate action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement, the Related Documents or to consummate the Contemplated Transactions. Each of this Agreement and the Related Documents has been duly executed and delivered by Buyer (or an Affiliate thereof) and, assuming the due authorization, execution and delivery by Seller, constitutes a legal, valid and binding obligation of Buyer (or an Affiliate thereof), enforceable against Buyer (or an Affiliate thereof) in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies.

(b)    The execution and delivery of this Agreement and the Related Documents by Buyer do not, and the consummation of the Contemplated Transactions and compliance by Buyer with the provisions of this Agreement and the Related Documents will not, conflict with, or result in any violation or breach of, or default under (with or without notice or lapse of time, or both), or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Buyer under (i) the certificate of incorporation or bylaws of Buyer, (ii) any Contract to which Buyer or any of its Affiliates is a party or to which any of its respective properties or other assets is subject, or (iii) any (A) statute, ordinance, rule, regulation or other Law applicable to Buyer or its properties or other assets or (B) Order applicable to Buyer, any of its Affiliates or its properties or other assets, except in the cases of clauses (ii) and (iii), where the conflict, violation, breach, default, termination, cancellation, acceleration or creation of a Lien, individually or in the aggregate, would not reasonably be expected to prevent, materially impede

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or materially delay the consummation by Buyer of the Contemplated Transactions (including Buyer’s payment of the Purchase Price to Seller pursuant to Section 2.1(b)(i)).

(c)    No Governmental Consent is required by or with respect to Buyer in connection with the execution and delivery of this Agreement or any Related Document by Buyer or the consummation by Buyer of the Contemplated Transactions, except for the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any applicable antitrust, competition, fair trade or similar Laws.

Section 4.3.    Capital Resources. Buyer has immediately available funds sufficient to consummate the Contemplated Transactions (including the payment required to be made pursuant to Section 2.1(b)(i)) on the terms contemplated by this Agreement, including the payment of all fees and expenses payable by Buyer in connection with the Contemplated Transactions.

Section 4.4.    Litigation. There is no Action pending or, to the actual knowledge of Buyer’s officers, threatened before or by any Governmental Authority that, if successful, could reasonably be expected to result in restraining, enjoining or otherwise preventing the consummation by Buyer of the Contemplated Transactions. There is no outstanding Order of any Governmental Authority against Buyer that could reasonably be expected to result in restraining, enjoining or otherwise preventing the consummation by Buyer of the Contemplated Transactions.

Section 4.5.    Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of Buyer or any of its Affiliates.

Section 4.6.    Information Supplied. None of the information supplied or to be supplied by or on behalf of Buyer in writing for inclusion or incorporation by reference in the Registration Statement (including any amendments or supplements thereto) will, at the time the Registration Statement (or any amendment or supplement thereto) is first sent or given to the stockholders of Seller or at the time of the Seller Stockholders’ Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, that Buyer makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Seller or any Affiliates thereof for inclusion or incorporation by reference in the Registration Statement.

Section 4.7.    Independent Investigation. Buyer agrees that, notwithstanding anything herein to the contrary, they have not been induced by, have not relied, and expressly disclaim any reliance upon any representations or warranties, whether written or oral, express or implied, made by Seller (or its Affiliates or Representatives) that are not expressly set forth in Article 3 (as modified by the Schedules) or in any ancillary documents and any certificate or other writing delivered pursuant hereto. Buyer acknowledges that it has (i) conducted its own

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independent investigation, review and analysis of the Purchased Assets and the Research and Development Program, (ii) been provided access to the personnel, properties, assets, premises, books and records, and other documents and data of Seller and its Affiliates for such purpose, and (iii) made its own independent judgment concerning Seller, the Business the Purchased Assets and the Contemplated Transactions and, in making its determination to proceed with the Contemplated Transactions, Buyer has relied on the results of its own independent investigation and independent judgment.

ARTICLE V

ADDITIONAL AGREEMENTS

Section 5.1.    Conduct of Business. (a) Except as set forth on Schedule 5.1, from the date of this Agreement until the Closing Date, Seller shall, and shall cause its Affiliates to, (A) maintain and preserve in all respects the Purchased Assets, (B) conduct activities with respect to the Business in the ordinary course of business consistent with past practice and (C) comply in all material respects with all Laws and Permits applicable to the Business.

(b)    Except as set forth on Schedule 5.1 or as otherwise required by Law, without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, Seller shall not, and shall cause its Affiliates not to (without the prior written consent of Buyer):

(i)    (A) incur, create, assume or permit the incurrence, creation or assumption of any Lien (other than Permitted Liens) with respect to the Purchased Assets, (B) dispose of any of the Purchased Assets, other than Inventory in the ordinary course of business or (C) waive, release, sell, assign, encumber, impair, fail to maintain, license or transfer any right, title or interest in or to any Purchased Asset;

(ii)    (A) sell, assign, license, grant any non-assertion covenant with respect to, encumber, impair, abandon, transfer, fail to diligently maintain, renew or pursue application for, or otherwise dispose of, any Seller Intellectual Property, (B) amend, waive, cancel, permit to let lapse, or modify any of Seller’s rights in or to the Seller Intellectual Property, or (C) disclose or agree to disclose to any Person, other than Representatives of Buyer, any Know-How;

(iii)     (A) make any submissions to any Governmental Authority relating to the Business, including with respect to the conduct or design of clinical trials sponsored or proposed by Seller or any of its Affiliates involving the Compounds or any Product, (B) make any submissions to, or correspond with, any domestic or foreign institutional review board, privacy board or ethics committee regarding a clinical trial sponsored or proposed by Seller or any of its Affiliates or involving the Compounds or any Product, (C) publish any Seller Data or the results of any ongoing studies regarding the Compounds, the Targets or any Product, including the results of investigator-initiated studies or (D) otherwise initiate, support, facilitate or encourage any further clinical study or research or pre-clinical collaboration involving the Compounds, the Targets or any Product; provided, that to the

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extent Seller determines that any such action is required by Law as a result of activities conducted by Seller prior to the date of this Agreement, Seller or its applicable Affiliate shall be permitted to take such action so long as it provides notice to, and reasonably consults with, Buyer prior to taking such action (to the extent permissible under applicable Law);

(iv)    compromise or settle any Action if the terms of such compromise or settlement would be binding on Buyer or any of its Affiliates, or any Purchased Assets, after the Closing;

(v)    (A) terminate, amend or modify, or waive any material right under, or fail to perform in all material respects all obligations under, any Assumed Contract, Permit or other document or instrument relating to or affecting the Business or (B) enter into any material Contract, document or instrument relating to or affecting the Business;

(vi)    to the extent relating to the Purchased Assets, (A) make (inconsistent with past practices), revoke or change any material Tax election, (B) adopt or change any Tax accounting method or period, (C) file any material amended Tax Return, (D) enter into any closing agreement or settlement with respect to a material amount of Taxes, (E) settle any claim or assessment for a material amount of Taxes, (F) consent to any extension or waiver of the statute of limitations period applicable to any such Tax claim or assessment or (G) surrender any right to claim a refund of a material amount of Taxes;

(vii)    fail to maintain true, accurate and complete Books and Records and Docket Files;

(viii)    fail to keep in force and effect insurance in respect of the Purchased Assets comparable in amount and scope of coverage to that maintained as of the date of this Agreement; or

(ix)    agree to or authorize, or commit to agree to or authorize, in writing or otherwise, any action that would conflict with the obligations set forth in clauses (i) through (viii) above.

Section 5.2.    Reasonable Best Efforts.

(a)    Each of the Parties agrees to use its respective reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate the Contemplated Transactions as promptly as practicable, including (i) the obtaining of all necessary Governmental Consents, (ii) the execution and delivery of any additional documents or instruments necessary to consummate the Contemplated Transactions and (iii) the preparation of all physical or tangible Purchased Assets and all Books and Records, Seller Regulatory Documentation and Docket Files stored in an electronic or digital format for delivery by Seller to Buyer in accordance with Section 2.4(b).

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(b)    In connection with and without limiting the foregoing, Seller and Buyer shall (or shall cause their respective Affiliates to) (i) make any appropriate filings, if necessary or advisable (in the opinion of Buyer), pursuant to any applicable antitrust, competition, fair trade or similar Laws with respect to the Contemplated Transactions as promptly as practicable and (ii) supply as promptly as practicable and advisable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to any such applicable antitrust, competition, fair trade or similar Laws. All antitrust filings to be made shall be made in substantial compliance with the requirements of the applicable antitrust, competition, fair trade or similar Laws, as applicable. Each Party shall cooperate with the other Party to the extent necessary to assist the other Party or its applicable Affiliate in the preparation of such filing and to promptly amend or furnish additional information thereunder. Each Party shall use reasonable best efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to the Contemplated Transactions, and to keep the other Party reasonably informed with respect to the status of each Governmental Consent being sought in connection with the Contemplated Transactions and the material communications between such Party and the applicable Governmental Authority. If any objections are raised or asserted with respect to the Contemplated Transactions under applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private party challenging any of the Contemplated Transactions as being in violation of any applicable Law or which would otherwise prevent, impede or delay the consummation of the Contemplated Transactions, the Parties shall use their reasonable best efforts to resolve any such objections or Actions so as to permit consummation of the Contemplated Transactions as soon as reasonably practicable. Nothing in this Agreement shall be deemed to require Buyer to agree to, or proffer to, divest, license or hold separate any rights or other assets or any portion of any business of Buyer or any of its Affiliates or any of the Purchased Assets.

Section 5.3.    No Solicitation by Seller; Seller Board Recommendation.

(a)    Seller shall not, nor shall it authorize or permit any of its Affiliates or any of its or their respective directors, officers, employees or other Representatives to, (i) directly or indirectly solicit, initiate or knowingly encourage, induce or facilitate any Competing Proposal or any inquiry or proposal that may reasonably be expected to lead to a Competing Proposal or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Competing Proposal) with respect to, any Competing Proposal or any inquiry or proposal that may reasonably be expected to lead to a Competing Proposal. Seller shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing solicitation, discussions or negotiations with any Person conducted heretofore with respect to any Competing Proposal, or any inquiry or proposal that may reasonably be expected to lead to a Competing Proposal, request the prompt return or destruction of all confidential information previously furnished to any Person or its Representatives in connection therewith and immediately terminate all physical and electronic dataroom access previously granted to any such Person or its Representatives. Notwithstanding the foregoing, if at any time prior to obtaining the Seller Stockholder Approval, Seller or any of

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its Representatives receives a written Competing Proposal that Seller Board determines in good faith (after consultation with outside counsel and its financial advisor) constitutes or is reasonably likely to lead to a Superior Proposal, which Competing Proposal did not result from any breach of this Section 5.3, Seller may (and may authorize and permit its Affiliates and its and their Representatives to), subject to compliance with Section 5.3(c), (A) furnish information with respect to Seller and its Subsidiaries to the Person making such Competing Proposal (and its Representatives) (provided that all such information has been previously provided to Buyer or is provided to Buyer prior to or substantially concurrent with the time it is provided to such Person) pursuant to a customary confidentiality agreement not less restrictive of such Person than the Confidentiality Agreement (other than with respect to standstill provisions) and (B) participate in discussions regarding the terms of such Competing Proposal and the negotiation of such terms with, and only with, the Person making such Competing Proposal (and such Person’s Representatives). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.3(a) by any Representative of Seller or any of its Affiliates shall constitute a breach of this Section 5.3(a) by Seller.

(b)    Except as set forth below, neither the Seller Board nor any committee thereof shall (i) (A) withdraw (or modify in any manner adverse to Buyer), or propose publicly to withdraw (or modify in any manner adverse to Buyer), the Seller Board Recommendation or the approval, recommendation or declaration of advisability by any such committee thereof with respect to this Agreement, including any of the Contemplated Transactions or (B) adopt, recommend or declare advisable, or propose publicly to adopt, recommend or declare advisable, any Competing Proposal (any action in this clause (i) being referred to as a “Seller Adverse Recommendation Change”) or (ii) adopt, recommend or declare advisable, or propose publicly to adopt, recommend or declare advisable, or allow Seller or any of its Affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or other similar agreement or arrangement (other than a confidentiality agreement referred to in Section 5.3(a)) constituting or related to any Competing Proposal. Notwithstanding the foregoing, at any time prior to obtaining the Seller Stockholder Approval, the Seller Board may make a Seller Adverse Recommendation Change if (x) Seller receives a Superior Proposal that did not result from a breach of this Section 5.3 or (y) an Intervening Event occurs and, in each of cases (x) and (y), the Seller Board determines in good faith (after consultation with outside counsel and its financial advisor) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law; provided, however, that Seller shall not be entitled to exercise its right to make a Seller Adverse Recommendation Change until after the fifth Business Day following Buyer’s receipt of written notice (a “Seller Notice of Recommendation Change”) from the Seller Board advising Buyer that the Seller Board intends to take such action and specifying the reasons therefor, including in the case of a Superior Proposal the terms and conditions of such Superior Proposal that is the basis of the proposed action by the Seller Board (it being understood and agreed that any amendment to any material term of such Superior Proposal shall require a new Seller Notice of Recommendation Change and a new notice period (which shall be two Business Days instead of five Business Days)). In determining whether to make a Seller Adverse Recommendation Change, the Seller Board shall take into account any

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changes to the terms of this Agreement proposed by Buyer in response to a Seller Notice of Recommendation Change or otherwise.

(c)    In addition to the obligations of Seller set forth in paragraphs (a) and (b) of this Section 5.3, Seller shall promptly (and in any event within 24 hours of knowledge of receipt by an officer or director of Seller) advise Buyer orally and in writing of any Competing Proposal or any inquiry or proposal that may reasonably be expected to lead to a Competing Proposal, the material terms and conditions of any such Competing Proposal or inquiry or proposal (including any changes thereto) and the identity of the Person making any such Competing Proposal or inquiry or proposal. Seller shall (i) keep Buyer informed in all material respects on a reasonably current basis of the status and details (including any change to the terms thereof) of any Competing Proposal, and (ii) provide to Buyer as soon as practicable after receipt or delivery thereof copies of all correspondence and other written and electronic material exchanged between Seller or any of its Subsidiaries or it or their Representatives, on the one hand, and any Person or its Representatives on the other hand, that describes any of the terms or conditions of any Competing Proposal.

(d)    Nothing contained in this Section 5.3 shall prohibit Seller from (i) issuing a “stop-look-and-listen communication” pursuant to Rule 14d-9(f) promulgated under the Exchange Act or taking and disclosing to its shareholders positions required by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act, in each case after the commencement of a tender offer (within the meaning of Rule 14d-2 promulgated under the Exchange Act), (ii) issuing a statement in connection with a Competing Proposal that does not involve the commencement of a tender offer (within the meaning of Rule 14d-2 promulgated under the Exchange Act), so long as the statement includes no more information than would be required for a “stop-look-and-listen communication” under Rule 14d-9(f) promulgated under the Exchange Act if such provision was applicable, or (iii) making any disclosure to the shareholders of Seller if, in the good faith judgment of the Seller Board (after consultation with outside counsel), failure to so disclose would be inconsistent with its fiduciary duties under applicable Law; provided, however, that in no event shall Seller or the Seller Board or any committee thereof take, or agree or resolve to take, any action prohibited by Section 5.3(b).

(e)    For purposes of this Agreement:

“Competing Proposal” means any proposal or offer (whether or not in writing), with respect to any direct or indirect acquisition or purchase of, or license or grant of rights to, any of the Purchased Assets, other than (x) the acquisition of more than 50% of Seller’s common stock, par value $0.01 per share (“Seller Common Stock”) in a transaction that would allow the Contemplated Transactions to be consummated pursuant to the terms hereof and (y) the Contemplated Transactions.

“Intervening Event” means a material event, fact, circumstance, development or occurrence that is unknown to or by the Seller Board as of the date of this Agreement (or if known, the magnitude or material consequences of which were not known or understood by the Seller Board as of the date of this Agreement), which event, fact, circumstance, development, occurrence,

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magnitude or material consequences become known to or by the Seller Board prior to obtaining the Seller Stockholder Approval; provided, however that the receipt, existence or terms of a Competing Proposal or any inquiry relating thereto or the consequences thereof shall not constitute an Intervening Event.

“Superior Proposal” means any binding bona fide written offer made by a third party or group pursuant to which such third party (or, in a merger, consolidation or statutory share exchange involving such third party, the stockholders of such third party) or group would acquire, directly or indirectly, more than 50% of the Seller Common Stock or substantially all of the assets of Seller and its Subsidiaries, taken as a whole, which the Seller Board determines in good faith (after consultation with outside counsel and its financial advisor) is (i) on terms more favorable from a financial point of view to the holders of Seller Common Stock than the Contemplated Transactions, taking into account all the terms and conditions of such proposal (including the legal, financial, regulatory, timing and other aspects of the proposal and the identity of the person making the proposal) and this Agreement (including any changes proposed by Buyer to the terms of this Agreement), and (ii) reasonably likely to be completed on the terms proposed, taking into account all legal, financial, regulatory and other aspects of such proposal, and is fully financed or for which financing (if required) is fully committed and reasonably likely to be obtained.

Section 5.4.    Access and Information; Advice of Changes.

(a)    From the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement, and subject to the terms of the Confidentiality Agreement, Seller shall, and shall cause its Affiliates to, provide Buyer, its Affiliates and its and their Representatives, upon reasonable notice, reasonable access during normal business hours to the Books and Records and Docket Files, to the operations and properties related to the Purchased Assets and to Representatives of the Sellers involved in the Business; provided, however, that Seller and its Affiliates may withhold any document or information to the extent Seller believes in good faith, after consultation with counsel, that disclosure of such document or information would (i) jeopardize the attorney-client privilege of such party or (ii) contravene any applicable Laws; provided further that, in each case of clauses (i) and (ii), that Seller and its Affiliates will use commercially reasonable efforts to provide such documents or information in a manner that does not so jeopardize attorney-client privilege or contravene any applicable Law. Buyer acknowledges and agrees that any information provided to it or any of its Representatives pursuant to this Section 5.4 is subject to the confidentiality obligations set forth in the Confidentiality Agreement. If any of the documents or information furnished pursuant to this Section 5.4 includes documents or information subject to the attorney-client privilege or attorney work-product doctrine or any other applicable privilege concerning pending or threatened Actions or governmental investigations, each Party understands and agrees that the Parties have a commonality of interest with respect to such matters, and it is the desire, intention and mutual understanding of the Parties that the sharing of such documents or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such documents or information, nor its continued protection under the attorney-client protection, attorney work-product doctrine, or other applicable privilege, and shall remain entitled to such protection under those privileges, this Agreement, and the joint defense doctrine.

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(b)    From the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement, Buyer and Seller shall promptly advise the other Party in writing of (i) the occurrence, or failure to occur, of any event which would reasonably be expected to cause any representation or warranty made by such Party contained in this Agreement to become untrue or incorrect or (ii) the failure of such Party to comply with or perform in any material respect any covenants, agreements or obligations required to be complied with or performed by such Party under this Agreement. For the avoidance of doubt, no disclosure pursuant to this Section 5.4 shall be deemed to cure any breach of any representation, warranty, covenant, agreement or obligation or affect any determination as to whether any of the conditions set forth in Article VI have been satisfied.

(c)    Subject to Section 5.4(a), from the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement, Buyer and Seller shall reasonably cooperate and make such arrangements as are necessary to ensure that all applicable safety data relating to the Business will transfer to Buyer upon the Closing.

Section 5.5.    Confidentiality.

(a)    Each of Buyer and Seller acknowledges that the information provided to them in connection with this Agreement and the consummation of the Contemplated Transactions is subject to the terms of the Confidentiality Agreement. Effective upon, and only upon, the Closing, the Confidentiality Agreement shall terminate with respect to information included in or related to the Business.

(b)    From and after the Closing, Seller will, and will cause its Affiliates and its and their Representatives, to keep confidential, not disclose to any Person and not use any non-public, confidential or proprietary information in its possession, under its Control or to which it has access relating to the Business. The obligations of Seller under this Section 5.5(b) shall not apply to information to the extent such information (A) becomes generally available to the public without breach of Seller’s obligations under Section 5.1 or this Section 5.5(b) or (B) is required to be disclosed by Law or any Order; provided, however, that in the case of the foregoing clause (B), to the extent not prohibited by such Law or Order, Seller shall notify Buyer as early in advance of such disclosure as is practicable to allow Buyer to take appropriate measures (and Seller shall reasonably cooperate, at the expense of Buyer, in the taking of such measures) to preserve the confidentiality of such information.

Section 5.6.    Certain Tax Matters.

(a)    Transfer Taxes. All recordation, transfer, documentary, excise, sales, value added, use, stamp, conveyance or other similar Taxes, duties or governmental charges, and all recording or filing fees or similar costs, imposed or levied by reason of, in connection with or attributable to this Agreement, the Related Documents or the Contemplated Transactions (collectively, “Transfer Taxes”) shall be the borne fifty percent (50%) by Seller and 50 percent (50%) by Buyer.    The Party responsible under applicable Law for filing the Tax Return with respect to such Transfer Taxes shall prepare and timely file any such Tax Return and promptly

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provide a copy of such Tax Return to the other Party. Seller and Buyer shall, and shall cause their respective Affiliates to, use reasonable best efforts to cooperate to timely prepare and file any Tax Returns or other filings relating to Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes.

(b)    Allocation of Taxes. In the case of a taxable period that includes, but does not end on, the Closing Date (a “Straddle Period”), (a) Taxes imposed on a periodic basis (such as real, personal and intangible property taxes) for the Pre-Closing Tax Period shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (b) Taxes (other than Taxes described in clause (a)) for any Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date.

(c)    Withholding. Notwithstanding anything in this Agreement to the contrary, Buyer and its Affiliates shall be entitled to deduct and withhold from any amount payable pursuant to this Agreement such amounts as Buyer believes in good faith are required to be deducted and withheld with respect to the making of such payment under any provision of federal, state or local (in each case, whether domestic or foreign) Tax Law and pay such amounts over to the appropriate Taxing Authority. The Buyer shall use commercially reasonable efforts to notify Seller reasonably in advance of the date that the applicable payment is to be made to provide such Seller with an opportunity to provide any form or documentation or take such other steps to avoid such withholding. To the extent that amounts are so deducted and withheld and paid over to the appropriate Taxing Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the party in respect of which such deduction and withholding was made.

(d)    Cooperation and Exchange of Information. Each of Seller and Buyer shall, and shall cause their respective Affiliates to, (i) provide the other with such assistance as may reasonably be requested by the other Party in connection with the preparation of any Tax Return, audit or other examination by any Taxing Authority or Action relating to liability for Taxes in connection with the Purchased Assets, (ii) retain and provide the other with any records or other information that may be relevant to such Tax Return, audit or examination, Action or determination and (iii) provide the other with any final determination of any such audit or examination, Action or determination that affects any amount required to be shown on any Tax Return of the other for any period.

Section 5.7.    No Employee Transfers. Seller acknowledges and agrees that no employees of Seller or any of its Affiliates are intended to become employees of Buyer or any of its Affiliates in connection with the consummation of the Contemplated Transactions and that such transactions are not intended to constitute a “relevant transfer” within the meaning of the European Council Directive of March 12, 2001 (2001/23/EC) (the “Directive”), relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of businesses and any country legislation implementing the Directive. If, following the Closing, any contract of employment of an employee of Seller or any of its Affiliates is deemed or alleged to have transferred to Buyer or any of its Affiliates, Buyer or its Affiliates shall be entitled to terminate

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such Person’s contract of employment and Seller shall retain responsibility for, and shall indemnify Buyer and its Affiliates against, any and all Liabilities incurred or arising as a result of such termination and the employment of such employee up to the date of such termination.

Section 5.8.    Public Announcements.

(a)    Neither Buyer nor Seller, nor any Affiliate of either Party, shall issue any press release or otherwise make any public statement with respect to the provisions of this Agreement or the Contemplated Transactions without the prior written consent of the other Party. Notwithstanding anything to the contrary in this Agreement or any Related Document, either Party may issue a press release or make a public statement with respect to the Contemplated Transactions without the consent of the other Party as may be required by Law or the rules and regulations of any applicable securities exchange or market. If any Party proposes to issue a press release or make a public statement with respect to the Contemplated Transactions pursuant to this Section 5.8, it will provide copies of such press release or public statement to the other Party before such press release or public statement is made, unless this would be in breach of any Law or the rules and regulations of any applicable securities exchange or market, in which case a copy of such press release or public statement will be provided to the other Party as soon as reasonably practicable or in accordance with such Law, rules or regulations.

(b)    From and after the Closing, except as required by Law or the rules and regulations of any applicable securities exchange or market, neither Seller nor any of its Affiliates shall issue any press release or otherwise make any public statement with respect to the Business without the consent of Buyer.

Section 5.9.    Regulatory Matters.

(a)    Transfer of Seller Regulatory Authorizations. At the Closing, Seller shall, and shall cause its Affiliates (as applicable) to, transfer the exclusive benefit of the Seller Regulatory Authorizations to Buyer free of all Liens on the terms and conditions set forth in this Section 5.9. As soon as practicable following the Closing Date but in any event no later than 15 days after the Closing Date, the Parties shall (or shall cause their applicable Affiliate to) make such notifications or filings with applicable Governmental Authorities, including IND transfer letters submitted to the FDA, as may be necessary to effect the transfer of each of the Seller Regulatory Authorizations to Buyer.

(b)    Buyer Responsibilities. Subject to the provisions of Section 5.9(a), after the Closing Date, Buyer (on behalf of Seller or its Affiliate to the extent required under applicable Law), at its cost, shall be solely responsible (subject to Seller’s obligations set forth in clause (c) below) and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Law in respect of the Seller Regulatory Authorizations, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental Authority; (ii) investigating all complaints and reports of adverse drug experiences with respect to the Compounds pursuant to such Seller Regulatory Authorizations (whether Exploited before or after transfer of such Seller Regulatory Authorizations); and (iii) fulfilling all other applicable legal and regulatory obligations of a holder of each Seller Regulatory Authorization.

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(c)    Complaints. After the Closing Date, Seller shall notify Buyer (or, if identified by Buyer in writing prior to delivery thereof, a clinical representative of Buyer) within 24 hours (or such shorter period required by Law) if Seller or any of its Affiliates receives a complaint or a report of an adverse drug experience with respect to the Compounds. In addition, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to assist Buyer (and Buyer shall reimburse Seller its reasonable expenses incurred in connection therewith) in connection with the investigation of and response to any complaint or adverse drug experience report related to the Compounds. All notifications pursuant to this Section 5.9(c) shall be by facsimile or electronic mail at such numbers or addresses agreed upon by the Parties’ respective clinical representatives.

(d)    Cooperation. Seller shall use commercially reasonable efforts to, and shall cause its Affiliates to use commercially reasonable efforts to, cooperate with Buyer in supplying information or assistance in Buyer’s fulfillment of its obligations under this Section 5.9.

Section 5.10.    Know-How. (a) Seller shall, and shall cause its Affiliates and its and their Representatives to, provide or cause to be provided to Buyer all Know-How included within the Seller Intellectual Property promptly following the Closing (and in any event within 10 Business Days of the Closing Date) and Seller shall, and shall cause its Affiliates and its and their Representatives to, maintain the trade secret status of all such trade secrets within the Know-How from and after the date of this Agreement in accordance with Section 5.5.

(b)    Seller agrees through the expiration of the Patents included within the Seller Intellectual Property that it shall not and shall ensure that its Affiliates and Representatives do not challenge or oppose, or commence any Action challenging or opposing, directly or indirectly or assist any other Person in challenging or opposing directly or indirectly the validity or enforceability of any rights of Buyer or any of its Affiliates in such Patents at any time.

Section 5.11.    Additional Matters. Upon the request of Buyer, Seller shall, at Closing, provide Buyer a sublicense of the nature described in Schedule 5.11. Notwithstanding anything to the contrary herein, Seller’s failure to provide such a sublicense at Closing shall not be taken into account for purposes of determining whether the closing condition set forth in Section 6.2(b) has been satisfied, so long as Seller has otherwise complied with the obligations set forth in Schedule 5.11; provided, that, if Seller fails to provide a sublicense at Closing as required pursuant to this Section 5.11, Seller shall promptly provide such sublicense following the Closing.

Section 5.12.    Expenses. Except as expressly set forth herein, each of Seller and Buyer shall bear its own costs and expenses incurred in connection with this Agreement and the Contemplated Transactions.

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Section 5.13.    Further Assurances.

(a)    Seller shall, and shall cause its Affiliates to, at any time and from time to time after the Closing Date, upon the reasonable request of Buyer, do, execute, acknowledge, deliver and file, or cause to be done, executed, acknowledged, delivered or filed, all such further acts, deeds, transfers, conveyances, assignments or assurances as may be reasonably required for the transferring, conveying, assigning and assuring to Buyer, or for the aiding and assisting in the reducing to possession by Buyer of, any of the Purchased Assets, or for otherwise carrying out the purposes of this Agreement and the Related Documents and the consummation of the Contemplated Transactions.

(b)    Subject to, and without altering the rights and obligations set forth in, Section 2.6, for a period of 18 months from and after the Closing Date, if either Buyer or Seller becomes aware that any of the Purchased Assets have not been transferred to Buyer or that any of the Excluded Assets have been transferred to Buyer, it shall promptly notify the other and the Parties hereto shall, as promptly as reasonably practicable, use commercially reasonable efforts to ensure such assets are transferred to the correct owner, with any necessary Third Party consents.

Section 5.14.    Preparation of the Registration Statement; Seller Stockholders’ Meeting.

(a)    As promptly as reasonably practicable after the date of this Agreement, Seller shall prepare a registration statement on form S-4, in which a proxy statement for Seller’s stockholders will be included as a prospectus, relating to the Seller Stockholders’ Meeting (as amended or supplemented from time to time, the “Registration Statement”) in preliminary form and, after reasonable consultation with and approval by Buyer (which approval shall not be unreasonably withheld, conditioned or delayed), shall file it with the SEC. The Registration Statement shall submit for approval of the Seller’s stockholders the Contemplated Transactions, the transactions contemplated by the Merger Agreement and any other matters Seller reasonably determines to submit for consideration of the Seller’s stockholders. Subject to Section 5.3, the Seller Board shall include the Seller Board Recommendation in the Registration Statement. Buyer shall provide to Seller all information concerning Buyer and its Affiliates as may be reasonably requested by Seller in connection with the Registration Statement and shall otherwise reasonably assist and cooperate with Seller in the preparation of the Registration Statement and the resolution of any comments thereto received from the SEC. Each of Seller and Buyer shall correct any information provided by it for use in the Registration Statement as promptly as reasonably practicable if and to the extent such information shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Seller shall notify Buyer promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement and shall supply Buyer with copies of all written correspondence between Seller or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Registration Statement. Seller shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Registration Statement and to resolve such

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comments with the SEC, and shall use commercially reasonable efforts to cause the Registration Statement to be disseminated to its stockholders as promptly as reasonably practicable after the earlier of (i) the resolution of any such comments or (ii) receiving notification that the SEC is not reviewing the preliminary Registration Statement. Prior to the filing of the Registration Statement (or any amendment or supplement thereto) or any dissemination thereof to the stockholders of Seller, or responding to any comments from the SEC with respect thereto, Seller shall provide Buyer with a reasonable opportunity to review and to propose comments on such document or response relating to the Contemplated Transactions, which Seller shall consider in good faith.

(b)    If at any time prior to the Seller Stockholders’ Meeting, any event or circumstance relating to Seller or Buyer or any of their respective Affiliates, or their respective officers and directors, is discovered by Seller or Buyer, as the case may be, which, pursuant to the Exchange Act, is necessary to be set forth in an amendment or supplement to the Registration Statement, so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Seller or Buyer, as the case may be, shall promptly inform the other party hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of Seller. All documents that Seller is responsible for filing with the SEC in connection with the Contemplated Transactions will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder; provided, that no such covenant is made by Seller with respect to any information supplied by Buyer or any of its Affiliates for inclusion or incorporation by reference therein.

(c)    Notwithstanding any Seller Adverse Recommendation Change, Seller shall take all necessary actions in accordance with applicable Law, Seller’s Charter and the rules of NASDAQ to duly call, give notice of, convene and hold a meeting of its stockholders (including any postponement, adjournment or recess thereof, the “Seller Stockholders’ Meeting”) for the purpose of obtaining the Seller Stockholder Approval, and any other matter Seller reasonably determines to submit for consideration of Seller’s stockholders, including the transactions contemplated by the Merger Agreement, as soon as reasonably practicable after the SEC confirms it has no further comments on the Registration Statement. Subject to Section 5.3, Seller shall use commercially reasonable efforts to obtain the Seller Stockholder Approval (which shall include hiring a proxy solicitor). Seller shall keep Buyer reasonably informed with respect to proxy solicitation results as reasonably requested by Buyer. Seller may adjourn, recess or postpone the Seller Stockholders’ Meeting (i) to allow reasonable additional time for the filing or mailing of any supplement or amendment to the Registration Statement that Seller has determined is required under applicable Law and for such supplement or amendment to be disseminated and reviewed by the stockholders of Seller in advance of the Seller Stockholders’ Meeting, (ii) to the extent required by a court of competent jurisdiction in connection with any Actions in connection with this Agreement or the Contemplated Transactions, (iii) if as of the time for which the Seller Stockholders’ Meeting is originally scheduled (as set forth in the Registration Statement) there are insufficient shares of Seller Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Seller Stockholders’ Meeting or (iv) to solicit

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additional proxies for the purpose of obtaining the approval of the Seller’s stockholders in connection with any matter submitted for the consideration of the Seller’s stockholders at the Seller Stockholders’ Meeting; provided, that in the case of clauses (iii) or (iv), without the written consent of Buyer, in no event shall the Seller Stockholders’ Meeting (as so postponed or adjourned) be held on a date that is more than 30 days after the date on which the Seller Stockholders’ Meeting was originally scheduled.

ARTICLE VI

CONDITIONS PRECEDENT

Section 6.1.    Conditions to Each Party’s Obligations. The respective obligations of each party to effect the Closing are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

(a)    Governmental Approvals. Any authorizations, consents, Orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Authority under any applicable Law that are required to effect the Closing shall have been made, obtained or terminated or shall have expired.

(b)    No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or other Law (collectively, “Legal Restraints”) which has the effect of restraining, enjoining or otherwise preventing the consummation of the Contemplated Transactions shall be in effect.

(c)    Seller Stockholder Approval. The Seller Stockholder Approval shall have been obtained.

Section 6.2.    Conditions to Obligations of Buyer. The obligation of Buyer to effect the Closing is subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of the following additional conditions:

(a)    Representations and Warranties. The representations and warranties of Seller (i) set forth in Section 3.3(a) shall be true and correct as of the Closing Date with the same effect as though made on and as of the Closing Date, (ii) set forth in Sections 3.2(a), 3.2(b) (excluding Section 3.2(b)(ii)), 3.2(c), 3.2(d), 3.4, 3.5(q), 3.15 and 3.17 shall be true and correct in all material respects (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the Closing Date with the same effect as though made on and as of the Closing Date (except to the extent expressly made as of a specified date, in which case as of such specified date) and (iii) otherwise set forth in Article III shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the Closing Date with the same effect as though made on and as of the Closing Date (except to the extent expressly made as of a specified date, in which case as of such specified date), except in the case of this clause (iii), where the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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(b)    Performance of Obligations of Seller. Seller shall have performed and complied in all material respects with all of its covenants, agreements and obligations contained in this Agreement and required to be performed or complied with on or prior to the Closing Date. Buyer shall have received a certificate signed on behalf of Seller by an authorized executive officer of Seller to such effect.

(c)    No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. Buyer shall have received a certificate signed on behalf of Seller by an authorized executive officer of Seller to such effect.

(d)    No Actions. There shall not be pending or threatened in writing any Action brought by any Governmental Authority or any other Person having a reasonable likelihood of prevailing challenging or seeking to restrain or prohibit the consummation of the Contemplated Transactions.

Section 6.3.    Conditions to Obligations of Seller. The obligation of Seller to effect the Closing is subject to the satisfaction or waiver by Seller on or prior to the Closing Date of the following additional conditions:

(a)    Representations and Warranties. The representations and warranties of Buyer set forth in Article IV shall be true and correct as of the Closing Date with the same effect as though made on and as of the Closing Date (except to the extent expressly made as of a specified date, in which case as of such specified date), except where the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to prevent, materially impede or materially delay the consummation by Buyer of the Contemplated Transactions.

(b)    Performance of Obligations of Seller. Buyer shall have performed and complied in all material respects with all of its covenants, agreements and obligations contained in this Agreement and required to be performed or complied with on or prior to the Closing Date. Seller shall have received a certificate signed on behalf of Buyer by an authorized executive officer of Buyer to such effect.

Section 6.4.    Frustration of Closing Conditions. Neither Seller nor Buyer may rely on the failure of any condition set forth in Section 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to comply with the terms of this Agreement.

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ARTICLE VII

TERMINATION

Section 7.1.    Termination. This Agreement may be terminated at any time prior to the Closing:

(a)    by the written consent of Buyer and Seller;

(b)    by either Buyer or Seller, if:

(i)    the Closing shall not have occurred on or before January 5, 2023 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 7.1(b)(i) shall not be available to any Party whose failure to perform and comply with any covenant, agreement or obligation contained in this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date;

(ii)    if any Legal Restraint having the effect of restraining, enjoining or otherwise preventing the consummation of the Contemplated Transaction shall be in effect and shall have become final and non-appealable;

(iii)    if the Seller Stockholder Approval is not obtained at the Seller Stockholders’ Meeting duly convened (unless such Seller Stockholders’ Meeting has been adjourned, in which case at the final adjournment thereof); or

(iv)    the other Party shall have breached or failed to perform any of its representations, warranties, covenants, agreements or obligations contained in this Agreement, and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(a) or 6.2(b) or in Section 6.3(a) or Section 6.3(b), as applicable, and (B) cannot be cured by the Outside Date or, if capable of being cured by the Outside Date, has not been cured prior to the date that is 15 days from the date that such other Party receives written notice of such breach or failure to perform; or

(c)    by Buyer, in the event that a Seller Adverse Recommendation Change shall have occurred; provided that the right to terminate this Agreement under this Section 7.1(c) shall not be available after the Seller Stockholder Approval is obtained.

Section 7.2.    Notice of Termination. In the event of termination of this Agreement by either or both of Buyer and Seller pursuant to Section 7.1, written notice of such termination shall be given by the terminating Party to the other Party specifying the provision hereof pursuant to which such termination is made.

Section 7.3.    Effect of Termination.

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(a)    Notwithstanding anything to the contrary in this Agreement, in the event of termination of this Agreement by either or both of Buyer and Seller pursuant to Section 7.1, this Agreement shall terminate and become void and have no effect, and there shall be no liability or obligation on the part of any Party, other than the provisions of Section 5.5, Section 5.11, this Section 7.3 and Article VIII, which shall survive any such termination; provided that no such termination shall relieve any Party from liability for damages to another Party that accrue prior to such termination resulting from fraud or an intentional and knowing breach by a Party of any of its representations, warranties, covenants, agreements, obligations or undertakings set forth in this Agreement.

(b)    Seller shall pay to Buyer (or its designated Affiliate) a fee of $1,040,000 (the “Termination Fee”) if:

(i)    Buyer terminates this Agreement pursuant to Section 7.1(c); or

(ii)    (A) this Agreement is terminated by (x) Buyer or Seller pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or (y) Buyer pursuant to Section 7.1(b)(iv), (B) a Competing Proposal shall have been publicly made, proposed or communicated by a third party after the date of this Agreement and prior to such termination and (C) within 12 months of the date this Agreement is terminated, Seller enters into a definitive agreement with respect to a Specified Transaction or a Specified Transaction is consummated.

(c)    Any Termination Fee due under this Section 7.3 shall be paid by wire transfer of same-day funds (x) in the case of clause (i) above, within two (2) Business Days following the date of termination of this Agreement and (y) in the case of clause (ii) above, within two (2) Business Days following the date of the first to occur of the events referred to in clause (ii)(C) above; it being understood that in no event shall Seller be required to pay or cause to be paid the Termination Fee on more than one occasion.

(d)    Seller and Buyer acknowledge and agree that the agreements contained in Section 7.3(b) are an integral part of the Contemplated Transactions, and that, without these agreements, Buyer would not enter into this Agreement. Accordingly, if Seller fails promptly to pay the amount due pursuant to Section 7.3(b), and, in order to obtain such payment, Buyer commences an Action that results in an Order in its favor for such payment, Seller shall pay to Buyer its costs and expenses (including attorneys’ fees and expenses) in connection with such Action, together with interest on the amount of such payment from the date such payment was required to be made until the date of payment at the prime rate as published by The Wall Street Journal in effect on the date such payment was required to be made.

(e)    In the event that this Agreement is terminated and the Termination Fee is paid to Buyer in circumstances for which such fee is payable pursuant to Section 7.3(b), payment of the Termination Fee shall be the sole and exclusive monetary damages remedy of Buyer and Buyer’s Subsidiaries and any of their respective former, current or future officers, directors, partners, shareholders, managers, members or Affiliates against Seller and its respective Subsidiaries and any of their respective former, current or future officers, directors, partners,

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shareholders, managers, members or Affiliates (collectively, “Seller Related Parties”) for any loss suffered as a result of the failure of the Contemplated Transactions to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount, none of the Seller Related Parties shall have any further monetary liability or obligation relating to or arising out of this Agreement or the Contemplated Transactions.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.1.    No Survival. None of the representations, warranties, covenants, agreements and obligations in this Agreement shall survive beyond the Closing; provided that this Section 8.1 shall not limit any covenant, agreement or obligation contained in this Agreement that by its terms applies in whole or in part after the Closing.

Section 8.2.    Rules of Construction. The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and have together drafted this Agreement and, therefore, waive the application of any Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

Section 8.3.    Notices. All notices, requests, claims, demands and other communications hereunder shall be given (and shall be deemed to have been duly given upon receipt) by hand delivery, by prepaid overnight courier (providing written proof of delivery), by electronic transmission or by certified or registered mail (return receipt requested and first class postage prepaid), addressed as follows (or at such other address for a Party as shall be specified by like notice):

if to Buyer, to:

Janssen Pharmaceutica NV

Turnhoutseweg 30

2340 Beerse

Belgium

Attention: President

with copies (which shall not constitute notice) to:

Johnson & Johnson

Office of General Counsel

One Johnson & Johnson Plaza

New Brunswick, NJ 08933

Attention: General Counsel

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and

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

if to Seller, to:

Yumanity Therapeutics, Inc.

40 Guest Street, Suite 4410

Boston, MA 02135

Attention: Devin Smith, Senior Vice President and General Counsel

Email: dsmith@yumanity.com

with a copy (which shall not constitute notice) to:

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

provided that any notice received at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day.

Section 8.4.    Consents and Approvals. For any matter under this Agreement requiring the consent or approval of either Party to be valid and binding on the Party, such consent or approval must be in writing.

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Section 8.5.    Counterparts. This Agreement may be executed in one or more counterparts (including by electronic transmission), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

Section 8.6.    Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Confidentiality Agreement and the other Related Documents constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement, the Confidentiality Agreement and the other Related Documents. This Agreement is for the sole benefit of the Parties and is not intended to and does not confer upon any Person other than the Parties any legal or equitable rights or remedies.

Section 8.7.    Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise by either of the Parties without the prior written consent of the other Party, and any assignment without such consent shall be null and void, except that Buyer may assign any or all of its rights and obligations under this Agreement to any of its Affiliates without the consent of Seller.

Section 8.8.    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

Section 8.9.    Enforcement.

(a)    Each Party irrevocably submits to the exclusive jurisdiction of (i) the state courts of New York located in New York County, and (ii) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or the Contemplated Transactions. Each Party agrees to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the state courts of New York located in New York County. Each Party further agrees that service of any process, summons, notice or document by the U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 8.9. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Contemplated Transactions in (x) the state courts of New York located in New York County, and (y) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

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(b)    EACH PARTY WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY. Each Party (i) certifies that no representative, agent or attorney of the other Party has represented, expressly or otherwise, that such Party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other Party has been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 8.9(b).

(c)    The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the state courts of New York located in New York County, and the United States District Court for the Southern District of New York, this being in addition to any other remedy to which they are entitled at law or in equity and as further set forth in this Section 8.9.

Section 8.10.    Severability. If any term or other provision of this Agreement or any Related Document is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement or such Related Document shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement or such Related Document so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 8.11.    Amendment; Waiver. No modification, amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom enforcement of any such modification, amendment or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of either Party, shall be deemed to constitute a waiver by the Party taking such action of compliance by the other Party with any representation, warranty, covenant, agreement or obligation contained herein. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Neither the failure of either Party to enforce, nor the delay of either Party in enforcing, any condition or part of this Agreement at any time shall be construed as a waiver of that condition or part or forfeit any rights to future enforcement thereof.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers hereunto duly authorized, all as of the date first written above.

[Signature Page to Asset Purchase Agreement]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers hereunto duly authorized, all as of the date first written above.

[Signature Page to Asset Purchase Agreement]

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Exhibit 2.4(b)(i)

BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

This BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between Janssen Pharmaceutica NV, a company organized under the laws of Belgium (“Buyer”), Yumanity Therapeutics, Inc., a Delaware corporation (“Yumanity Therapeutics”) and Yumanity, Inc. a Delaware corporation (“Yumanity”, and together with Yumanity Therapeutics, the “Seller Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in that certain Asset Purchase Agreement, dated as of June 5, 2022, by and between Buyer and Seller (the “Purchase Agreement”).

1.     Transfer of Assets. Each of the Seller Parties hereby sells, conveys, delivers, transfers, and assigns to Buyer the Purchased Assets, free and clear of all Liens, other than Permitted Liens.

2.     Assumption of Liabilities. The Buyer hereby assumes, and agrees to cause to be timely discharged, duly paid and duly satisfied, each of the Assumed Liabilities.

3.     Excluded Assets or Excluded Liabilities. Each of the Seller Parties and Buyer expressly understand and agree that, other than the Purchased Assets and Assumed Liabilities, the Seller Parties are not selling, conveying, delivering, transferring or delivering and Buyer is not buying, receiving, assuming, or otherwise agreeing to be liable in any manner for, any Excluded Assets or any Excluded Liabilities and such Excluded Assets and Excluded Liabilities shall be retained by the Seller Parties.

4.     Terms of the Purchase Agreement. This Agreement is subject in all respects to the terms and conditions of the Purchase Agreement. Nothing contained in this Agreement shall be deemed to supersede any of the covenants, agreements, disclaimers, representations, or warranties of Seller or Buyer contained in the Purchase Agreement. In the event of any conflict between the provisions of this Agreement, on the one hand, and the provisions of the Purchase Agreement, on the other hand, the provisions of the Purchase Agreement shall control.

5.     Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

6.     Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

7.     Enforcement; Governing Law. This Agreement shall be subject to the provisions set forth in Section 8.9 of the Purchase Agreement, mutatis mutandis. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

8.     Counterparts. This Agreement may be executed in one or more counterparts (including by electronic transmission), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other party.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement as of the date first above written.

[Signature Page to Bill of Sale, Assignment and Assumption Agreement]

IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement as of the date first above written.

[Signature Page to Bill of Sale, Assignment and Assumption Agreement]

Exhibit 2.4(b)(ii)

PATENT ASSIGNMENT AGREEMENT

This PATENT ASSIGNMENT AGREEMENT (this “Assignment”) is made effective as of [            ], 2022, by and among Yumanity Therapeutics, Inc. (formerly known as Proteostasis Therapeutics, Inc.), a Delaware corporation located at 40 Guest Street, Suite 4410, Boston, MA 02135 (“Yumanity Therapeutics”), Yumanity, Inc. (formerly known as Yumanity Therapeutics, Inc.), a Delaware corporation located at 40 Guest Street, Suite 4410, Boston, MA 02135 (“Yumanity”, and together with Yumanity Therapeutics, each, an “Assignor” and collectively, the “Assignors”) and Janssen Pharmaceutica NV, a company organized under the laws of Belgium (“Assignee”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed them in the Purchase Agreement (as defined below).

WHEREAS, Assignors and Assignee are parties to that certain Asset Purchase Agreement, dated as of June 5, 2022 (the “Purchase Agreement”), pursuant to which Assignors sold, conveyed, delivered, transferred and assigned to Assignee certain assets of Assignors, including the Inventions and Patent Rights;

WHEREAS, Assignors possess certain rights in and to the patents and patent applications (and patents issuing on such applications) included in the Seller Intellectual Property and set forth on Exhibit A hereto (the “Patent Rights”, and the invention(s) described and/or claimed in the Patent Rights, the “Inventions”);

WHEREAS, Assignors now wish to assign the Patents to Assignee, and Assignee desires to acquire the Inventions and Patent Rights from Assignors; and

WHEREAS, the execution and delivery of this Assignment is a condition to closing under the Purchase Agreement.

NOW, THEREFORE, the parties agree as follows:

1.    Assignment. In consideration of the premises set forth above and in the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Assignor does hereby irrevocably sell, convey, deliver, transfer and assign unto Assignee and its successors and assigns, and Assignee hereby accepts the sale, conveyance, delivery, transfer and assignment of, the following:

a.    Assignor’s entire right, title and interest in and throughout the world in and to the Inventions, together with Assignor’s entire right, title and interest in and to the Patent Rights, together with, as applicable (i) such other patents as may issue thereon or claim priority under United States law or international convention, including but not limited to provisionals and inventions claimed therein, non-provisionals, continuations, continuations-in-part, divisionals, reissues, reexaminations, reviews, extensions, substitutions, supplementary protection certificates, substantively identical patent specifications and foreign equivalents thereof of patents and patent applications within the Patent Rights or such other patents, (ii) any right, title and interest Assignor may have in applications to which the Patent Rights claim priority, (iii) all rights derived from the Patent Rights and (iv) the right, if any, to claim priority based on the filing dates of the patents

and patent applications included in the Patent Rights under any applicable law; the Inventions and the Patent Rights to be held and enjoyed by Assignee for its own use and behalf and for its successors and assigns, to the full end of the term for which said patents may be granted as fully and entirely as the same would have been held by Assignor had this assignment and sale not been made; and Assignor hereby conveys all of its rights arising under or pursuant to any and all United States laws and international agreements, treaties or laws relating to the protection of industrial property by filing any such applications for patent, including but not limited to any cause(s) of action and damages accruing prior to this assignment; Assignor hereby acknowledges that this assignment, being of Assignor’s entire right, title and interest in and to the Inventions and the Patent Rights carries with it the right in Assignee to apply for and obtain from competent authorities in all countries of the world any and all patents by attorneys and agents of Assignee’s selection and the right to procure the grant of all patents to Assignee in its own name as assignee of Assignor’s entire right, title and interest therein; and

b.    (i) any rights to sue and recover damages for past and future infringements of Assignor’s rights in the Patents Rights and the Inventions, (ii) any rights to collect past and future income, royalties, damages and other payments now or hereafter due or payable under or on account of any of the Patent Rights, (iii) any rights to bring any proceeding in the United States Patent and Trademark Office or any equivalent agency in any other jurisdiction in connection therewith and (iv) the right to fully and entirely stand in the place of Assignors in all matters related to the Patent Rights.

2.    Recordation and Further Actions. Each Assignor does hereby authorize and request the Director of the United States Patent and Trademark Office, and the empowered officials of all other governments whose duty it is to record patents, applications and title thereto, to record the Patent Rights and title thereto as the property of Assignee, its successors or assigns, in accordance with the terms of this instrument. Each Assignor does hereby further authorize and request the Director of the United States Patent and Trademark Office and the empowered officials of all other governments to issue the Patent Rights or patents as shall be granted upon the Patent Rights, or applications based thereon, to Assignee, its successors or assigns. Assignors shall, upon reasonable request of Assignee and at Assignee’s expense, provide to Assignee, Assignee’s successors or assigns, all such reasonable cooperation and assistance (including, without limitation, the timely execution and delivery of any and all affidavits, declarations, oaths, samples, exhibits, specimens, assignments or other documentation) and take such other reasonable actions as may be necessary or desirable to record, memorialize or perfect Assignee’s right, title and interest in, to and under the Assigned Patents.

3.    Terms of the Asset Purchase Agreement. Nothing in this Assignment express or implied, is intended to or shall be construed to modify, expand or limit in any way the terms of the Purchase Agreement. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

4.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

5.    Miscellaneous. Multiple copies of this Assignment may be executed, each of which shall be deemed an original, and each of which shall be valid and binding upon Assignee and each Assignor. The failure of any party to enforce any terms or provisions of this Assignment shall not waive any of its rights under such terms or provisions. The terms and conditions of this Assignment will inure to the benefit of Assignee, its successors and assigns and will be binding upon each Assignor, its successors and assigns.

[Signature Pages Follow.]

IN WITNESS WHEREOF, ASSIGNOR has caused this Assignment to be executed by its duly authorized representative on the date set forth below.

[Signature Page to Patent Assignment Agreement]

IN WITNESS WHEREOF, ASSIGNOR has caused this Assignment to be executed by its duly authorized representative on the date set forth below.

[Signature Page to Patent Assignment Agreement]

IN WITNESS WHEREOF, ASSIGNEE has caused this Assignment to be executed by its duly authorized representative on the date set forth below.

[Signature Page to Patent Assignment Agreement]

Exhibit 2.2

Execution Version

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

YUMANITY THERAPEUTICS, INC.,

YACHT MERGER SUB, INC.,

and

KINETA, INC.

ii

iii

iv

Schedules:

v

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 5, 2022, by and among YUMANITY THERAPEUTICS, INC., a Delaware corporation (“Yumanity”), YACHT MERGER SUB, INC., a Washington corporation and wholly-owned subsidiary of Yumanity (“Merger Sub”), and KINETA, INC., a Washington corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

RECITALS

A.    Yumanity and the Company intend to effect a merger of Merger Sub with and into the Company (the “Merger”) in accordance with this Agreement and the WBCA. Upon consummation of the Merger, Merger Sub will cease to exist, and the Company will become a wholly-owned subsidiary of Yumanity.

B.    The parties intend that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code. By executing this Agreement, the parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3, and intend to file the statement required by Treasury Regulations Section 1.368-3(a).

C.    The Yumanity Board of Directors (i) has determined that the Contemplated Transactions, including the Merger, are fair to and in the best interests of Yumanity and its stockholders, (ii) has approved this Agreement, the Merger, the issuance of shares of Yumanity Common Stock to the stockholders of the Company pursuant to the terms of this Agreement, the change of control of Yumanity, and the other actions contemplated by this Agreement and has deemed this Agreement advisable, (iii) has approved the issuance of shares of Yumanity Common Stock in connection with the Concurrent Financing, (iv) has approved the Reverse Split (to the extent applicable and deemed necessary by the Parties), and (v) has determined to recommend that the stockholders of Yumanity vote to approve the issuance of shares of Yumanity Common Stock to the stockholders of the Company pursuant to the terms of this Agreement, the issuance of shares of Yumanity Common Stock in connection with the Concurrent Financing, the Reverse Split (to the extent applicable and deemed necessary by the Parties), and such other actions as contemplated by this Agreement.

D.    The Board of Directors of Merger Sub (i) has determined that the Contemplated Transactions, including the Merger, are fair to and in the best interests of Merger Sub and its sole shareholder, (ii) has adopted this Agreement and approved the Merger and the other transactions contemplated by this Agreement and has deemed this Agreement advisable, and (iii) has determined to recommend that the sole shareholder of Merger Sub vote to approve this Agreement and thereby approve the Merger and such other actions as contemplated by this Agreement.

E.    The Company Board of Directors (i) has determined that the Contemplated Transactions, including the Merger, are fair to and in the best interests of the Company and its shareholders, (ii) has adopted this Agreement and approved the Merger and the other transactions contemplated by this Agreement and has deemed this Agreement advisable, and (iii) has determined to recommend that the shareholders of the Company vote to approve this Agreement and thereby approve the Merger and such other actions as contemplated by this Agreement.

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F.    In order to induce the Company to enter into this Agreement and to cause the Merger to be consummated, the officers and directors of Yumanity listed on Schedule A hereto (solely in their capacities as stockholders) are executing support agreements in favor of the Company concurrently with the execution and delivery of this Agreement in the form substantially attached hereto as Exhibit B (the “Yumanity Stockholder Support Agreements”).

G.    In order to induce Yumanity to enter into this Agreement and to cause the Merger to be consummated, certain shareholders of the Company listed on Schedule B hereto (solely in their capacities as shareholders) are executing (i) support agreements in favor of Yumanity concurrently with the execution and delivery of this Agreement in the form substantially attached hereto as Exhibit C (the “Company Shareholder Support Agreements”) and (ii) lock-up agreements in favor of Yumanity concurrently with the execution and delivery of this Agreement in the form substantially attached hereto as Exhibit D (the “Lock-up Agreements”).

H.    It is expected that within ten (10) Business Days after the Form S-4 Registration Statement is declared effective under the Securities Act, the holders of shares of Company Capital Stock sufficient to approve this Agreement and the Merger as required under the WBCA and will execute and deliver an action by written consent in a form reasonably acceptable to Yumanity approving this Agreement and the Merger.

J.    Concurrently with the execution and delivery of this Agreement, certain investors (each a “Concurrent Investor” and collectively the “Concurrent Investor(s)”) have executed a Securities Purchase Agreement (the “Securities Purchase Agreement”) among Yumanity and the Concurrent Investor(s) named therein (representing, collectively, an aggregate commitment of no less than the Concurrent Investment Amount), pursuant to which the Concurrent Investors will have agreed to purchase, and Yumanity has agreed to issue to the Concurrent Investors, the number of shares of Yumanity Common Stock set forth therein substantially concurrently with the Closing in connection with such financing, on the terms and subject to the conditions set forth in the Securities Purchase Agreement (the “Concurrent Financing”).

The parties to this Agreement, intending to be legally bound, agree as follows:

ARTICLE 1

DESCRIPTION OF TRANSACTION

1.1    Structure of the Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

1.2    Effects of the Merger. The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the WBCA.

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1.3    Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Articles 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place at the offices of Goodwin Procter LLP, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Articles 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Yumanity and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Washington articles of Merger with respect to the Merger, satisfying the applicable requirements of the WBCA and in a form reasonably acceptable to Yumanity and the Company (the “Articles of Merger”). The Merger shall become effective at the time specified in such Articles of Merger with the Secretary of State of the State of Washington or at such later time as may be specified in such Articles of Merger with the consent of Yumanity and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

1.4    Articles of Incorporation and Bylaws; Directors and Officers. At the Effective Time:

(a)    the articles of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the articles of incorporation of Merger Sub as in effect immediately prior to the Effective Time (other than the fact that the name of the Surviving Corporation shall be “Kineta Operating, Inc.” or such other name as Yumanity and the Company may mutually agree upon), until thereafter amended as provided by the WBCA and such articles of incorporation;

(b)    the certificate of incorporation of Yumanity shall be identical to the certificate of incorporation of Yumanity as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at the Effective Time, Yumanity shall file one or more amendments to its certificate of incorporation to (i) effect the Reverse Split (to the extent applicable and mutually deemed necessary by the Parties), and (ii) make such other changes as are mutually agreeable to Yumanity and the Company, and, if required, have been approved by the requisite holders of Yumanity Common Stock;

(c)    the bylaws of the Surviving Corporation shall be amended and restated to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the WBCA and such bylaws; and

(d)    the directors and officers of the Surviving Corporation, each to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation, shall be the directors and officers as set forth in Section 5.13, after giving effect to the provisions of Section 5.13.

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1.5    Conversion of Company Shares, Options and Warrants.

(a)    At the Effective Time, by virtue of the Merger and without any further action on the part of Yumanity, Merger Sub, the Company or any stockholder of Yumanity or shareholder of the Company:

(i)    any Company Capital Stock held as treasury stock or held or owned by the Company, Merger Sub or any Subsidiary of the Company immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and

(ii)    subject to Section 1.5(c), each share of Company Common Stock outstanding immediately prior to the Effective Time (excluding shares to be canceled pursuant to Section 1.5(a)(i) and excluding Dissenting Shares) shall be converted solely into the right to receive a number of shares of Yumanity Common Stock equal to the Exchange Ratio.

(b)    If any shares of Company Common Stock outstanding immediately prior to the Effective Time are shares of Company Restricted Stock, then the shares of Yumanity Common Stock issued in exchange for such Company Restricted Stock will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture, and the certificates representing such Yumanity Common Stock shall accordingly be marked with appropriate legends. The Company shall take all actions that may be necessary to ensure that, from and after the Effective Time, Yumanity is entitled to exercise any such repurchase option or other right set forth in the applicable agreement governing such Company Restricted Stock.

(c)    No fractional shares of Yumanity Common Stock shall be issued in connection with the Merger, and no certificates for any such fractional shares shall be issued. Any holder of Company Common Stock (including any holders of Company Restricted Stock) who would otherwise be entitled to receive a fraction of a share of Yumanity Common Stock (after aggregating all fractional shares of Yumanity Common Stock issuable to such holder) shall, in lieu of such fraction of a share and upon surrender by such holder of a letter of transmittal in accordance with Section 1.7 and accompanying documents as required therein, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of Yumanity Common Stock on The Nasdaq Stock Market LLC (or such other Nasdaq market on which the Yumanity Common Stock then trades) on the date the Merger becomes effective.

(d)    All Company Options and Company RSUs outstanding immediately prior to the Effective Time under the Equity Incentive Plans and all Company Warrants outstanding immediately prior to the Effective Time shall be exchanged for options to purchase Yumanity Common Stock, restricted stock units with respect to Yumanity Common Stock, or warrants to purchase Yumanity Common Stock, as applicable, in accordance with Section 5.5(a).

(e)    Each share of common stock, no par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.0001 par value per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall, as of the Effective Time, evidence ownership of such shares of Common Stock of the Surviving Corporation.

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(f)    If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Capital Stock or Yumanity Common Stock shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend or any subdivision, reclassification, recapitalization, split (including the Reverse Split, to the extent applicable and deemed necessary by the Parties), combination or exchange of shares, the Exchange Ratio shall be correspondingly adjusted to provide the holders of Company Capital Stock, Company Options and Company Warrants the same economic effect as contemplated by this Agreement prior to such event.

1.6    Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock, other than Dissenting Shares, outstanding immediately prior to the Effective Time shall be treated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a “Company Share Certificate”) is presented to the Exchange Agent or to the Surviving Corporation, such Company Share Certificate shall be canceled and shall be exchanged as provided in Sections 1.5 and 1.8.

1.7    Surrender of Certificates.

(a)    On or prior to the Closing Date, Yumanity and the Company shall mutually agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Yumanity shall deposit with the Exchange Agent: (i) certificates representing Yumanity Common Stock or non-certificated shares of Yumanity Common Stock represented by book entry that are issuable pursuant to Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The shares of Yumanity Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.”

(b)    At or before the Effective Time, the Company will deliver to Yumanity a true, complete and accurate listing of all record holders of Company Share Certificates at the Effective Time, including the number and class of shares of Company Capital Stock held by such record holder, and the number of shares of Yumanity Common Stock such holder is entitled to receive pursuant to Section 1.5 (the “Company Allocation Schedule”). Promptly after the Effective Time, Yumanity shall cause the Exchange Agent to mail to the Persons who were record holders of Company Share Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Yumanity may reasonably specify (including a provision confirming that delivery of Company Share Certificates shall be effected, and risk of loss and title to Company Share Certificates shall pass, only upon delivery of such Company Share Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Share Certificates in exchange for certificated or non-certificated book entry shares representing shares of Yumanity Common Stock. Upon surrender of a Company Share

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Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Yumanity: (A) the holder of such Company Share Certificate shall be entitled to receive in exchange therefor a certificate or book entry representing the number of whole shares of Yumanity Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a) (and cash in lieu of any fractional shares of Yumanity Common Stock pursuant to the provisions of Section 1.5(c)); and (B) the Company Share Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive a certificate or book entry representing shares of Yumanity Common Stock (and cash in lieu of any fractional shares of Yumanity Common Stock). If any Company Share Certificate shall have been lost, stolen or destroyed, Yumanity shall, in its discretion and as a condition precedent to the delivery of any certificate or book entry representing shares of Yumanity Common Stock, require the owner of such lost, stolen or destroyed Company Share Certificate to provide an applicable affidavit and indemnification agreement with respect to such Company Share Certificate.

(c)    No dividends or other distributions declared or made with respect to Yumanity Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Share Certificate with respect to the Yumanity Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Share Certificate or an affidavit of loss or destruction in lieu thereof in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest).

(d)    Any portion of the Exchange Fund that remains undistributed to holders of Company Share Certificates as of the first anniversary of the Closing Date shall be delivered to Yumanity upon demand, and any holders of Company Share Certificates who have not theretofore surrendered their Company Share Certificates in accordance with this Section 1.8 shall thereafter look only to Yumanity for satisfaction of their claims for Yumanity Common Stock, cash in lieu of fractional shares of Yumanity Common Stock and any dividends or distributions with respect to shares of Yumanity Common Stock.

(e)    Each of the Parties and the Exchange Agent shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement to any holder of any Company Share Certificate or any other Person such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Legal Requirement and shall be entitled to request any reasonably appropriate Tax forms, including IRS Form W-9 (or the appropriate IRS Form W-8, as applicable), from any recipient of payments hereunder. To the extent such amounts are so deducted or withheld, and remitted to the appropriate taxing authority in accordance with applicable Law, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

(f)    No party to this Agreement shall be liable to any holder of any Company Share Certificate or to any other Person with respect to any shares of Yumanity Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

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1.8    Dissenters’ Rights.

(a)    Notwithstanding any provision of this Agreement to the contrary, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held by shareholders who have exercised and perfected dissenters’ rights for such shares of Company Capital Stock in accordance with the WBCA (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the per share amount of the merger consideration described in Section 1.5 attributable to such Dissenting Shares. Such shareholders shall be entitled to receive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the WBCA, unless and until such shareholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the WBCA. All Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal of such shares of Company Capital Stock under the WBCA shall thereupon be deemed to be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the per share amount of the merger consideration attributable to such Dissenting Shares upon their surrender in the manner provided in Section 1.5.

(b)    The Company shall give Yumanity prompt written notice of any demands by dissenting shareholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company in connection with such demands.

1.9    Further Action. If, at any time after the Effective Time, any further action is determined by the Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of the Company, then the officers and directors of the Surviving Corporation shall be fully authorized, and shall use their commercially reasonable efforts (in the name of the Company, Merger Sub and otherwise) to take such action.

1.10    Tax Consequences. For U.S. federal income Tax purposes, the Merger is intended to constitute a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder. The parties to this Agreement adopt this Agreement as a “plan of reorganization” for purposes of Section 354 and 361 of the Code and Treasury Regulations Section 1.368-2(g) and 1.368-3(a), to which Yumanity, Merger Sub and the Company are parties under Section 368(b) of the Code.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Yumanity as follows, except as set forth in the written disclosure schedule delivered by the Company to Yumanity (the “Company Disclosure Schedule”). The Company Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article 2.

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The disclosures in any section or subsection of the Company Disclosure Schedule shall qualify other sections and subsections in this Article 2 to the extent it is reasonably clear from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The inclusion of any information in the Company Disclosure Schedule (or any update thereto) shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in or would result in a Company Material Adverse Effect, or is outside the Ordinary Course of Business.

2.1    Subsidiaries; Due Organization; Etc.

(a)    The Company has no Subsidiaries, except for the Entities identified in Part 2.1(a) of the Company Disclosure Schedule (the “Company Subsidiaries”); and neither the Company nor any of the other Entities identified in Part 2.1(a) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a) of the Company Disclosure Schedule. The Company has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. The Company has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

(b)    Each of the Company and its Subsidiaries is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound.

(c)    Each of the Company and its Subsidiaries is qualified to do business as a foreign corporation or limited liability company, as applicable, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect.

2.2    Certificate of Incorporation; Bylaws; Charters and Codes of Conduct. The Company has made available to Yumanity accurate and complete copies of the articles of incorporation, bylaws and other charter and organizational documents, including all amendments thereto, for the Company and each Company Subsidiary. Neither the Company nor any Company Subsidiary has taken any action in breach or violation in any material respect of any of the material provisions of its articles of incorporation, bylaws and other charter and organizational documents nor is in breach or violation in any material respect of any of the material provisions of its articles of incorporation, bylaws and other charter and organizational documents.

2.3    Capitalization, Etc.

(a)    The authorized capital stock of the Company as of the date of this Agreement consists of (i) 45,000,000 shares of Company Voting Common Stock, $0.0001 par value, of which 23,094,040 shares have been issued and are outstanding as of the date of this

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Agreement, and (ii) 205,000,000 shares of Company Non-Voting Common Stock, $0.0001 par value, of which 45,753,552 shares have been issued and are outstanding as of the date of this Agreement. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule, none of the outstanding shares of Company Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Company Capital Stock is subject to any right of first refusal in favor of the Company. Except as contemplated herein or as set forth in Part 2.3(a) of the Company Disclosure Schedule, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any Company Capital Stock. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Capital Stock or other securities. Part 2.3(a)(ii) of the Company Disclosure Schedule accurately and completely describes all repurchase rights held by the Company with respect to shares of Company Capital Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable.

(b)    Except for the Company’s Amended and Restated 2008 Stock Plan, the Company’s 2010 Equity Incentive Plan, and the Company’s 2020 Equity Incentive Plan (collectively, the “Equity Incentive Plans”), and except as set forth in Part 2.3(b) of the Company Disclosure Schedule, the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date hereof, the Company has reserved 17,067,884 shares of Company Common Stock for issuance under the Equity Incentive Plans. Of such reserved shares of Company Common Stock, as of the date hereof, 3,535,884 shares have been issued pursuant to the exercise of outstanding options and the vesting of outstanding restricted stock units, options to purchase 13,183,877 shares have been granted and are currently outstanding, and 348,123 shares remain available for future issuance pursuant to the Equity Incentive Plans. Part 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (A) the name of the optionee; (B) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (C) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (D) the exercise price of such Company Option; (E) the date on which such Company Option was granted; (F) the applicable vesting schedule, including the number of vested and unvested shares subject to such Company Option; (G) the date on which such Company Option expires; and (H) whether such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (I) whether or not such Company Option is an “early exercise” stock option. The Company has made available to Yumanity an accurate and complete copy of each of the Equity Incentive Plans and all forms of stock option agreements approved for use thereunder. No vesting of Company Options or Company RSUs will accelerate in connection with the closing of the Contemplated Transactions. Part 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company RSU outstanding as of the date of this Agreement: (A) the name of the holder; (B) the number of shares of Company Common Stock subject to such Company RSUs at the time of grant; (C) the date on which such Company RSUs were granted; and (D) the applicable vesting schedule, including the number of vested and unvested shares subject to such Company RSUs.

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(c)    Except for the outstanding Company Options as set forth in Section 2.3(b), the Company RSUs set forth in Section 2.3(b) and the warrants identified on Part 2.3(c) of the Company Disclosure Schedule (the “Company Warrants”) or as set forth in Part 2.3(c) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries.

(d)    All outstanding shares of Company Capital Stock, as well as all options, warrants and other securities of the Company, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable Contracts. The Company has made available to Yumanity accurate and complete copies of all Company Warrants. Except as identified on Part 2.3(c) of the Company Disclosure Schedule, there are no warrants to purchase capital stock of the Company outstanding on the date of this Agreement.

2.4    Financial Statements.

(a)    Part 2.4(a) of the Company Disclosure Schedule includes true and complete copies of (i) the Company’s audited consolidated balance sheet at December 31, 2020, (ii) the Company’s unaudited consolidated balance sheet at December 31, 2021, (iii) the Company Unaudited Interim Balance Sheet, (iv) the Company’s audited consolidated statements of income, cash flow and shareholders’ equity for the year ended December 31, 2020, (v) the Company’s unaudited consolidated statements of income, cash flow and shareholders’ equity for the year ended December 31, 2021, and (vi) the Company’s unaudited statements of income and cash flow for the 3 months ended March 31, 2022 and for the corresponding period in the prior fiscal year (collectively, the “Company Financials”). The Company Financials (i) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except as may be indicated in the footnotes to such Company Financials and that unaudited financial statements may not have notes thereto and other presentation items that may be required by GAAP and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount other than as may be indicated in the notes thereto) applied on a consistent basis with the Company’s past practice unless otherwise noted therein throughout the periods indicated and (ii) fairly present in all material respects the financial condition and operating results of the Company and its consolidated Subsidiaries as of the dates and for the periods indicated therein.

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(b)    Each of the Company and its Subsidiaries maintains a system of internal accounting controls designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and each of its Subsidiaries maintains internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

(c)    Part 2.4(c) of the Company Disclosure Schedule lists, and the Company has made available to Yumanity accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) effected by the Company or any of its Subsidiaries since January 1, 2020.

(d)    Since January 1, 2020, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, president or general counsel of the Company, the Company, the Company Board of Directors or any committee thereof. Since January 1, 2020, the Company has not identified, nor have the Company’s independent auditors identified to the Company, (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company and its Subsidiaries or (iii) any written claim or allegation regarding any of the foregoing.

2.5    Absence of Changes. Except as set forth in Part 2.5 of the Company Disclosure Schedule, between January 1, 2022 and the date of this Agreement and except as otherwise expressly contemplated by this Agreement, the Company has conducted its business only in the Ordinary Course of Business (except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto) and there has not been (a) any material loss, damage or destruction to, or any material interruption in the use of, any of the material assets or business of the Company or any Company Subsidiary (whether or not covered by insurance), (b) any Company Material Adverse Effect or an event or development that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, or (c) any event or development that would, if occurring following the execution of this Agreement, require the consent of Yumanity pursuant to Section 4.4(b).

2.6    Title to Assets. Each of the Company and its Subsidiaries owns, and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all material tangible properties or assets and equipment used or held for use in its business or operations or purported to be owned by it. All such assets are owned by the Company or a Company Subsidiary free and clear of any Encumbrances, except for: (i) any lien for current Taxes not yet due and payable or for Taxes that are being contested in good faith and for which adequate reserves have been made on the Company Unaudited Interim Balance Sheet; (ii) minor

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liens that have arisen in the Ordinary Course of Business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of the Company or any Company Subsidiary; and (iii) liens listed in Part 2.6 of the Company Disclosure Schedule.

2.7    Real Property; Leasehold. Neither the Company nor any Company Subsidiary owns any real property or any interest in real property, except for the leaseholds created under the real property leases identified in Part 2.7 of the Company Disclosure Schedule which are in full force and effect and with no existing default thereunder.

2.8    Intellectual Property.

(a)    Part 2.8(a) of the Company Disclosure Schedule lists all Company Registered Intellectual Property, including the jurisdictions in which each such item of Intellectual Property has been issued or registered, in which any application for such issuance and registration has been filed, or in which any other filing or recordation has been made. The Company has taken reasonable actions to maintain and protect such Company-Owned IP Rights. As of the date hereof, all registration, maintenance and renewal fees currently due in connection with such Company Registered Intellectual Property have been paid and all documents, recordations and certificates in connection with such Company Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such Company Registered Intellectual Property and recording the Company’s ownership interests therein.

(b)    The Company and its Subsidiaries own each item of Company-Owned IP Rights, free and clear of any Encumbrances.

(c)     To the Knowledge of Company, the Company IP Rights are valid and enforceable. Company has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Company Registered Intellectual Property that would constitute fraud with respect to such application.

(d)    To the Knowledge of the Company, the operation of the business of the Company and its Subsidiaries as such business is currently conducted, and as has been conducted since January 1, 2018, does not infringe, misappropriate, or violate any Third-Party IP Rights. As of the date hereof, the Company has not received any written notice, which involves a claim of infringement, misappropriation or violation of any Third-Party IP Rights.

(e)    To the Knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights, by any third party. As of the date hereof, the Company has not instituted any Legal Proceedings for infringement or misappropriation of any Company-Owned IP Rights.

(f)    Each consultant and employee involved in the creation of any material Company-Owned IP Rights for the Company has executed proprietary information, confidentiality and assignment agreements that, to extent permitted by Law, assign to the Company and/or a Company Subsidiary (or otherwise grant sufficient rights in) all Intellectual Property that are

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developed by the employees in the course of their employment and contain confidentiality provisions protecting confidential information of the Company, and, with respect to consultants, all Intellectual Property that are developed by such consultants in the course of performing services for the Company or any Company Subsidiaries. The Company has provided to Yumanity copies of all such forms currently used by the Company.

(g)    No (i) government funding or (ii) facilities of a university, college, other educational institution or research center were used in the development of the Company-Owned IP Rights or any other Company Registered Intellectual Property. To the Knowledge of the Company, no current or former employee, consultant or independent contractor of the Company, who was involved in, or who contributed to, the creation or development of any Company-Owned IP Rights or any other Company Registered Intellectual Property, has performed services for any government, university, college or other educational institution or research center during a period of time during which such employee, consultant or independent contractor was also performing services for the Company.

(h)    Neither the execution and delivery or effectiveness of this Agreement nor the performance of the Company’s obligations under this Agreement will cause (a) the forfeiture or termination of, or give rise to a right of forfeiture or termination of any material Company IP Right or any other Company-Owned IP Rights, or (b) additional payment obligations by the Company in order to use or exploit material Company IP Rights or any other Company-Owned IP Rights to the same extent as the Company was permitted before the date hereof.

(i)    The Company has taken commercially reasonable efforts to protect and preserve the confidentiality of all confidential or non-public information included in the Company-Owned IP Rights that the Company intends to retain as confidential (“Company Confidential Information”). To the Knowledge of the Company, all use and/or disclosure of Company Confidential Information by or to a third party has been pursuant to the terms of a written Contract between the Company or its Subsidiaries and such third party. To the Knowledge of the Company, the Company has not experienced any breach of security or otherwise unauthorized access by third parties to Company Confidential Information and any Company Confidential Information in Company’s or any of its Subsidiaries’ possession, custody or control.

(j)    Notwithstanding anything to the contrary contained herein, the representations and warranties contained in Section 2.8 are the only representations and warranties made by the Company that address matters relating to Intellectual Property.

2.9    Agreements, Contracts and Commitments. Part 2.9 of the Company Disclosure Schedule identifies:

(a)    each Company Contract relating to any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements, other than Company Contracts on the Company’s standard form offer letter entered into in the Ordinary Course of Business;

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(b)    each Company Contract relating to the employment of, or the performance of employment-related services by, any Person, including any employee, consultant or independent contractor, not terminable at will by the Company or its Subsidiaries, except to the extent general principles of wrongful termination law may limit the Company’s, the Company’s Subsidiaries’ or such successor’s ability to terminate employees at will;

(c)    each Company Contract relating to any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the Contemplated Transactions (either alone or in conjunction with any other event, such as termination of employment), or the value of any of the benefits of which will be calculated on the basis of any of the Contemplated Transactions;

(d)    each Company Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business other than indemnification agreements between the Company and any of its officers or directors;

(e)    each Company Contract containing any covenant limiting the freedom of the Company, its Subsidiaries or the Surviving Corporation to engage in any line of business or compete with any Person;

(f)    each Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $50,000 and not cancelable without penalty;

(g)    each Company Contract relating to the disposition or acquisition of material assets or any ownership interest in any Entity;

(h)    each Company Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit in excess of $50,000 or creating any material Encumbrances with respect to any assets of the Company or any Company Subsidiary or any loans or debt obligations with officers or directors of the Company;

(i)    all material Contracts pursuant to which the Company or a Company Subsidiary grants any Person a license under any Company IP Rights, other than software licensed to customers in the Ordinary Course of Business;

(j)    other than “shrink wrap” and similar generally available commercial end-user licenses to software, all Contracts pursuant to which the Company or a Company Subsidiary is licensed to use any Third-Party IP Rights outside the Ordinary Course of Business;

(k)    each Company Contract (i) appointing a third party to distribute any Company product, service or technology (identifying any that contain exclusivity provisions); (ii) for a third party to provide services or products with respect to any pre-clinical or clinical development activities of the Company (iii) under which the Company or its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which the Company or its Subsidiaries has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by the Company or such Company Subsidiary; or (iv) to license any third party to manufacture or produce any Company product, service or technology or any Contract to sell, distribute or commercialize any Company products or service except agreements in the Ordinary Course of Business;

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(l)    each Company Contract with any financial advisor, broker, finder, investment banker or other Person providing advisory services to the Company in connection with the Contemplated Transactions; or

(m)    any other agreement, contract or commitment which is not terminable at will (with no penalty or payment) by the Company which involves payment or receipt by the Company or its Subsidiaries under any such agreement, contract or commitment of $100,000 or more in the aggregate or obligations after the date of this Agreement in excess of $100,000 in the aggregate. The Company has made available to Yumanity accurate and complete (except for applicable redactions thereto) copies of all Company Material Contracts, including all amendments thereto. There are no Company Material Contracts that are not in written form. Except as set forth in Part 2.9 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has, nor to the Company’s Knowledge, as of the date of this Agreement has any other party to a Company Material Contract, breached, violated or defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the agreements, contracts or commitments to which the Company or its Subsidiaries is a party or by which it is bound of the type described in clauses (a) through (l) above (any such agreement, contract or commitment, a “Company Material Contract”) in such manner as would permit any party to cancel or terminate any Company Material Contract, or would permit any other party to seek damages which would reasonably be expected to be material. The consummation of the Contemplated Transactions shall not (either alone or upon the occurrence of additional acts or events) result in any material payment or payments becoming due from the Company, any Company Subsidiary or the Surviving Corporation to any Person under any Company Contract.

2.10    Liabilities. As of the date hereof, neither the Company nor any Company Subsidiary has any liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any kind, whether accrued, absolute, contingent, matured, unmatured or other (required to be reflected in the financial statements in accordance with GAAP) (each a “Liability”), except for: (a) Liabilities identified as such in the Company Unaudited Interim Balance Sheet; (b) normal and recurring current Liabilities that have been incurred by the Company or its Subsidiaries since the date of the Company Unaudited Interim Balance Sheet in the Ordinary Course of Business; (c) Liabilities for performance in the Ordinary Course of Business of obligations of the Company or any Company Subsidiary under Company Contracts, including the reasonably expected performance of such Company Contracts in accordance with their terms (which would not include, for example, any instances of breach or indemnification); (d) Liabilities incurred in connection with the Contemplated Transactions; and (e) Liabilities described in Part 2.10 of the Company Disclosure Schedule.

2.11    Compliance; Permits; Restrictions.

(a)    The Company and each Company Subsidiary are, and since January 1, 2020 have been, in compliance in all material respects with all applicable Legal Requirements. No investigation, claim, suit, proceeding, audit, action or other Legal Proceeding by any Governmental Body is pending or, to the Knowledge of the Company, threatened against the

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Company or any Company Subsidiary. There is no agreement, judgment, injunction, order or decree binding upon the Company or any Company Subsidiary which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any Company Subsidiary, any acquisition of material property by the Company or any Company Subsidiary or the conduct of business by the Company or any Company Subsidiary as currently conducted, (ii) is reasonably likely to have a material adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement, or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.

(b)    Except for matters regarding the U.S. Food and Drug Administration (or any successor agency thereto) (“FDA”), the Company and its Subsidiaries hold all required Governmental Authorizations which are material to the operation of the business of the Company (the “Company Permits”) as currently conducted. Part 2.11(b) of the Company Disclosure Schedule identifies each Company Permit. Each of the Company and each Company Subsidiary is in material compliance with the terms of the Company Permits. No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending or, to the Knowledge of the Company, threatened in writing, which seeks to revoke, substantially limit, suspend, or materially modify any Company Permit. The rights and benefits of each material Company Permit will be available to the Surviving Corporation immediately after the Effective Time on terms substantially identical to those enjoyed by the Company and its Subsidiaries as of the date of this Agreement and immediately prior to the Effective Time.

(c)    There are no proceedings pending or, to the Knowledge of the Company, threatened in writing with respect to an alleged material violation by the Company or any of its Subsidiaries of the Federal Food, Drug, and Cosmetic Act (as amended, the “FDCA”), FDA regulations adopted thereunder, the Controlled Substance Act or any other similar Legal Requirements promulgated by the FDA or other comparable Governmental Body responsible for regulation of the development, clinical testing, manufacturing, sale, marketing, distribution and importation or exportation of drug or medical device products (“Drug/Device Regulatory Agency”).

(d)    The Company and each of its Subsidiaries holds all required Governmental Authorizations issuable by any Drug/Device Regulatory Agency necessary for the conduct of the business of the Company or such Subsidiary as currently conducted, and, as applicable, development, clinical testing and manufacturing as currently conducted, of any of its product candidates (the “Company Product Candidates”) (collectively, the “Company Regulatory Permits”), and no such Company Regulatory Permit has been (i) revoked, withdrawn, suspended, cancelled or terminated or (ii) modified in any materially adverse manner. The Company and each Company Subsidiary is in compliance in all material respects with the Company Regulatory Permits and has not received any written notice or other communication (in writing or otherwise) from any Drug/Device Regulatory Agency regarding (A) any material violation of or failure to comply materially with any term or requirement of any Company Regulatory Permit or (B) any revocation, withdrawal, suspension, cancellation, termination or material modification of any Company Regulatory Permit.

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(e)    All clinical, pre-clinical and other studies and tests conducted by or on behalf of, or sponsored by, the Company or its Subsidiaries or in which the Company or its Subsidiaries or their respective current products or product candidates, including the Company Product Candidates, have participated were, and if still pending are being, conducted in all material respects in accordance with standard medical and scientific research procedures and in compliance with the applicable regulations of the Drug/Device Regulatory Agencies and other applicable Legal Requirements, including 21 C.F.R. Parts 11, 50, 54, 56, 58, 312 and 812.

(f)    Neither the Company nor any of the Company Subsidiaries is the subject of any pending, or to the Knowledge of the Company or the Company Subsidiaries, threatened in writing investigation in respect of its business or products by the FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto. To the Knowledge of the Company or any of the Company Subsidiaries, neither the Company nor any of the Company Subsidiaries has committed any acts, made any statement, or failed to make any statement, in each case in respect of its business or products that would violate the FDA’s “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy, and any amendments thereto. None of the Company, any of its Subsidiaries or any of their respective officers, employees or agents has been debarred or convicted of any crime or engaged in any conduct that could result in a debarment or exclusion (i) under 21 U.S.C. Section 335a or (ii) any similar applicable Legal Requirement. To the Knowledge of the Company, no debarment or exclusionary claims, actions, proceedings or investigations in respect of their business or products are pending or threatened against the Company, any Company Subsidiary or any of their respective officers, employees or agents.

2.12    Anti-Corruption Compliance; Trade Control Laws and Sanctions.

(a)    For the past three years, Company, and its directors, officers and employees, and, to the knowledge of Company, its distributors, agents, representatives, sales intermediaries and or other Persons acting on behalf of Company have been in compliance in all material respects with all applicable Anti-Corruption Laws and Trade Control Laws.

(b)    For the past three years, Company has had in place policies, procedures, controls and systems reasonably designed to ensure compliance with all applicable Anti-Corruption Laws and Trade Control Laws.

(c)    None of Company, or any director, officer, employee or, to Company’s Knowledge, agent of Company is a Sanctioned Person.

(d)    There are no pending, or, to the knowledge of Company, threatened, actions, suits, proceedings, inquiries or investigations by any Governmental Body against Company with respect to any Anti-Corruption Laws or Trade Control Laws. In the past three years, Company has not been subject to any such actions, suits, proceedings, inquiries or investigations or made, nor, as of the date hereof, is aware of any reason to or intends to make any disclosure (voluntary or otherwise) to any Governmental Body with respect to any violation, potential violation, or Liability arising under or relating to any Anti-Corruption Laws or Trade Control Laws.

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(e)    For the past three years, Company has maintained and currently maintains (i) books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Company, and (ii) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of Company were, have been and are executed only in accordance with management’s general or specific authorization.

2.13    Tax Matters.

(a)    All income and other material Tax Returns required to have been filed by the Company and each Company Subsidiary have been timely filed (taking into account any extension of time within which to file) with the applicable Governmental Body. All such Tax Returns were correct and complete in all material respects and have been prepared in material compliance with all applicable Legal Requirements. No claim has ever been made by any Governmental Body in a jurisdiction where the Company or any Company Subsidiary does not file Tax Returns that it is subject to taxation by that jurisdiction.

(b)    All material Taxes due and owing by the Company or any Company Subsidiary (whether or not shown on any Tax Return) have been paid. The unpaid Taxes of the Company and any Company Subsidiary have been reserved for on the Company Unaudited Interim Balance Sheet in accordance with GAAP. Since the date of the Company Unaudited Interim Balance Sheet, neither the Company nor any Company Subsidiary has incurred any material Liability for Taxes outside the Ordinary Course of Business.

(c)    The Company and each Company Subsidiary have withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.

(d)    There are no material Encumbrances for Taxes (other than Taxes not yet due and payable or Taxes that are being contested in good faith and for which adequate reserves have been made on Company’s Unaudited Interim Balance Sheet) upon any of the assets of the Company or any Company Subsidiary.

(e)    No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law), private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Governmental Body with respect to the Company or any Company Subsidiary which agreement or ruling would be effective after the Closing Date.

(f)    No material deficiencies for Taxes with respect to the Company or any Company Subsidiary have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending (or, based on written notice, threatened) audits, assessments or other Legal Proceedings for or relating to any liability in respect of Taxes of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has waived any statute of limitations in respect of Taxes, agreed to any extension of time with respect to a Tax assessment or deficiency or for filing any Tax Return, or consented to extend the period in which Tax may be assessed or collected by any Tax authority.

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(g)    The Company has never 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.

(h)    Neither the Company nor any Company Subsidiary is a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or other similar agreement or arrangement (other than customary commercial Contracts the principal subject matter of which is not Taxes).

(i)    Neither the Company nor any Company Subsidiary has ever been a member of an affiliated group filing a consolidated, combined or unitary Tax Return (other than a group the common parent of which is the Company). Neither the Company nor any Company Subsidiary has any Liability for the Taxes of any Person (other than the Company and any Company Subsidiary) under Treasury Regulations section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by Contract, or otherwise (other than customary commercial Contracts the principal subject matter of which is not Taxes).

(j)    Neither the Company nor any Company Subsidiary has distributed stock of another Person, or had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code or Section 361 of the Code (or any similar provision of state, local, or non-U.S. law).

(k)    Neither the Company nor any Company Subsidiary has entered into any transaction identified as a “listed transaction” for purposes of Treasury Regulations Sections 1.6011-4(b)(2).

(l)    Neither the Company nor any Company Subsidiary (i) is a “controlled foreign corporation” as defined in Section 957 of the Code, (ii) is a “passive foreign investment company” within the meaning of Section 1297 of the Code, (iii) has ever been subject to Tax in any country other than its country of incorporation or formation by virtue of having a permanent establishment (within the meaning of an applicable Tax treaty) or other place of business in such other country, or (iv) is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) or is treated as a U.S. corporation under Section 7874(b) of the Code.

(m)    Neither the Company nor any Company Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) consummated on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue

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accrued on or prior to the Closing Date; or (vii) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law). The Company has not made any election under Section 965(h) of the Code.

(n)    Neither the Company nor any Company Subsidiary has taken or agreed to take any action, or has any knowledge of any fact or circumstance, that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

(o)    Neither the Company nor any Company Subsidiary has deferred the payment of any employer payroll Taxes pursuant to the CARES Act.

2.14    Employee Benefit Plans.

(a)    Part 2.14(a) of the Company Disclosure Schedule lists all material Company Employee Plans. “Company Employee Plans” shall mean: (i) all employee benefit plans (as defined in Section 3(3) of ERISA whether or not subject to ERISA) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other material benefit plans, programs or arrangements, and all employment, termination or severance Contracts to which the Company or any of its Subsidiaries is a party (except for offer letters or employment agreements that provide for employment that is terminable at will and without material cost or liability to the Company or its Subsidiaries), with respect to which the Company or any of its Subsidiaries has or could reasonably be expected to have any obligation or that are maintained, contributed to or sponsored by the Company or any Company Affiliate for the benefit of any current or former employee, officer or director of the Company or any Company Affiliate and (ii) and any material consulting contracts, arrangements or understandings between the Company or any Company Affiliate and any natural person consultant of the Company or any Company Affiliate.

(b)    The Company has made available to Yumanity a true and complete copy of each material Company Employee Plan and has made available to Yumanity a true and complete copy of each material plan document (or, for any unwritten Company Employee Plan, a written description of the material terms of such Company Employee Plan) (except for individual written Company Option agreements, in which case only forms of such agreements have been made available, unless such individual agreements materially differ from such forms), including as applicable (i) a copy of each trust or other funding arrangement, (ii) the most recent summary plan description and summary of material modifications, (iii) annual reports on IRS Form 5500 for the most recent plan year, (iv) the most recently received IRS determination letter for each such Company Employee Plan, (v) the most recently prepared actuarial report and financial statement in connection with each such Company Employee Plan for each of the prior three (3) years, and (vi) any material non-routine correspondence received or submitted to any Governmental Body within the prior three (3) years. Neither the Company nor any Company Subsidiary has any express or implied commitment (i) to create, enter into, incur liability with respect to or cause to exist any other material employee benefit plan, program or arrangement, (ii) to enter into any Contract to provide compensation or benefits to any individual other than in the Ordinary Course of Business, or (iii) to modify, change or terminate any Company Employee Plan, other than with respect to a modification, change or termination required by ERISA, the Code or other applicable law.

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(c)    No Company Employee Plan is, and neither the Company nor any of its Subsidiaries or Company Affiliates has ever maintained, contributed to, or had any liability or obligation to contribute to, (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a “Multiemployer Plan”), (ii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code) (a “Multiple Employer Plan”), (iii) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), (iv) a funded welfare benefit plan (within the meaning of Section 210 of ERISA or Section 413(c) of the Code (a “Funded Welfare Plan”), or (v) any plan that is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA.

(d)    None of the Company Employee Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of the Company or any Company Subsidiary, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable law.

(e)    Except as provided in this Agreement or as set forth in Part 2.14(e) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the Contemplated Transactions (alone or together with any other event which, standing alone, would not by itself trigger such entitlement or acceleration) will not (i) entitle any person to any payment, forgiveness of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Company Employee Plan, (ii) otherwise trigger any acceleration (of vesting or payment of benefits or otherwise) under or with respect to any Company Employee Plan, (iii) trigger any obligation to fund any Company Employee Plan, (iv) limit the right to merge, amend or terminate any Company Employee Plan or (v) result in the receipt or retention by any person who is a “disqualified individual” (within the meaning of Code Section 280G) with respect to the Company and its Subsidiaries of any payment or benefit that is or could be characterized as a “parachute payment” (within the meaning of Section 280G of the Code), determined without regard to the application of Section 280G(b)(5) of the Code.

(f)    No current or former director, employee, or consultant of the Company is entitled to receive a tax gross-up or “make-whole” payment from the Company with respect to any taxes that may be imposed upon such individual pursuant to Section 409A of the Code, Section 4999 of the Code, or otherwise.

(g)    Each Company Employee Plan has been established and operated in all material respects in accordance with its terms and the requirements of all applicable Laws including ERISA and the Code. The Company and Company’s Subsidiaries have performed all material obligations required to be performed by them under and are not in material default under or in material violation of, and, to the Knowledge of the Company, there is no material default or material violation by any party to, any Company Employee Plan. No Legal Proceeding is pending or threatened with respect to any Company Employee Plan (other than routine claims for benefits in the Ordinary Course of Business), and to the Knowledge of the Company, there is no reasonable basis for any such Legal Proceeding.

(h)    Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination, notification or advisory letter with respect to such qualification, or may rely upon an opinion letter for a prototype plan, and no event

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or omission has occurred that would cause any Company Employee Plan to lose such qualification or require corrective action to the IRS Employee Plans Compliance Resolution System to maintain such qualification.

(i)    There has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and not otherwise exempt under Section 408 of ERISA) with respect to any Company Employee Plan that would reasonably be expected to result in liability to the Company or any of its Subsidiaries. All contributions, premiums or payments required to be made with respect to any Company Employee Plan have been made on or before their due dates, except as would not result in material liability to the Company or its Subsidiaries. There are no claims pending or threatened, other than routine claims for benefits. All reports, returns and similar documents required to be filed with any Governmental Body or distributed to any Plan participant have been timely filed or distributed.

(j)    Each Company Employee Plan that is in any part a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) subject to Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. No Company Employee Plan or Company Option (whether currently outstanding or previously exercised) is, has been or would be, as applicable, subject to any tax, penalty or interest under Section 409A of the Code.

(k)    No Company Employee Plan is subject to the laws of any jurisdiction outside the United States.

2.15    Labor and Employment.

(a)    The Company and its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including but not limited to those related to wages, hours, collective bargaining, equal employment opportunity, occupational health and safety, immigration, individual and collective consultation, notice of termination, and redundancy, and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing. There is no charge or other Legal Proceeding pending or, to the Knowledge of the Company, threatened or reasonably anticipated before the U.S. Equal Employment Opportunity Commission (the “EEOC”), any court, or any other Governmental Authority of competent jurisdiction with respect to the employment practices of the Company or any Company Subsidiary, except as described on Part 2.15(a) of the Company Disclosure Schedule. Neither the Company nor any Company Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, the EEOC or any other Governmental Authority of competent jurisdiction relating to employees or employment practices. Neither the Company nor any Company Subsidiary has received any notice of intent by the EEOC or any other Governmental Authority of competent jurisdiction responsible for the enforcement of labor or employment Laws to conduct an investigation or inquiry relating to the Company or any Company Subsidiary, and to the Knowledge of the Company, no such investigation or inquiry is in progress. The employment of all employees of the Company and its Subsidiaries is terminable at will without cost or liability to the Company or its Subsidiaries, except for amounts earned prior to the time of termination and except as set forth in Part 2.15(a) of the Company Disclosure Schedule).

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(b)    The Company has made available to Yumanity a list of each employee and consultant that provides services to the Company or any Company Subsidiary and the location in which each such employee and consultant is based and primarily performs his or her duties or services. No Key Employee has advised the Company or any Company Subsidiary in writing of his or her intention to terminate his or her relationship as an employee of the Company or such Subsidiary for any reason, including because of the consummation of the Contemplated Transactions and, except as set forth in Part 2.15(b) of the Company Disclosure Schedule, the Company and the Subsidiary have no plans or intentions to terminate any such Key Employee. Part 2.15(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all offers of employment that are outstanding to any person from the Company or any Company Subsidiary.

(c)    To the Knowledge of the Company, no employee, officer or director of the Company or any Company Subsidiary is a party to, or is otherwise bound by, any Contract with a former employer, including any confidentiality, non-competition or proprietary rights agreement, that affects (i) the performance of his or her duties as an employee, officer or director of the Company or the Company Subsidiary, or (ii) the ability of the Company or any Company Subsidiary to conduct its business, in each case in any manner that would have a Company Material Adverse Effect. To the Knowledge of the Company, no employee, officer or director of the Company is in violation, in any material respect, of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement or restrictive covenant to a former employer, which violation would have a Company Material Adverse Effect.

(d)    There are no material controversies pending or, to the Knowledge of the Company, threatened between the Company or any Company Subsidiary and any of their respective present or former employees or independent contractors.

(e)    Neither the Company nor any Company Subsidiary is a party to any collective bargaining agreement, work council agreement, work force agreement or any other labor union Contract applicable to persons employed by the Company or any Company Subsidiary; to the Knowledge of the Company, none of the employees or independent contractors of the Company or any Company Subsidiary is represented by any union, works council, or any other labor organization; and, to the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any such employees or independent contractors.

(f)    There are no grievances filed pursuant to any collective bargaining agreement, work council agreement or other labor contract currently pending against the Company or any Company Subsidiary. There are no unfair labor practice complaints pending, or, to the Knowledge of Company, threatened, against the Company or any Company Subsidiary before the National Labor Relations Board or any court, tribunal or other Governmental Authority of competent jurisdiction, or any current union representation questions involving employees of the Company or any Company Subsidiary. There is no strike, slowdown, work stoppage lockout, or similar labor disputes, or, to the Knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any Company Subsidiary.

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(g)    Except as would not result in material liability to the Company, all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary have been correctly classified by the Company or the Company Subsidiary in all material respects as either “independent contractors” or “employees” as the case may be. Except as would not result in material liability to the Company or its Subsidiaries, all individuals who are classified as exempt and are or were performing services for the Company or any Company Subsidiary have been correctly classified by the Company or the Company Subsidiary in all material respects as “exempt” from all applicable wage and hour Laws, including but not limited to Laws governing minimum wage, overtime compensation, meal periods and rest breaks.

(h)    The Company and each Company Subsidiary is in compliance with all Laws applicable to employment and employment practices, including all Laws respecting terms and conditions of employment, wages, hours, equal employment opportunity, employment discrimination, worker classification (including the proper classification of workers as independent contractors and consultants and exempt or non-exempt), immigration, work authorization, occupational health and safety, workers’ compensation, the payment of social security and other employment taxes, disability rights or benefits, plant closures and layoffs, affirmative action and affirmative action plans, labor relations, employee leave issues and unemployment insurance.

2.16    Environmental Matters. Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Subsidiary is in compliance in all material respects with all applicable Environmental Laws, which compliance includes the possession by the Company of all permits and other Governmental Authorizations required under applicable Environmental Laws and compliance with the terms and conditions thereof. Neither the Company nor any Company Subsidiary has received since January 1, 2020 any written notice or other communication (in writing or otherwise), whether from a Governmental Body or employee, that alleges that the Company or any Company Subsidiary is not in compliance with any Environmental Law, and, to the Knowledge of the Company, there are no circumstances that may prevent or interfere with the Company’s or any of its Subsidiaries’ compliance with any Environmental Law in the future. To the Knowledge of the Company: (i) no current or prior owner of any property currently or then leased or controlled by the Company or any of its Subsidiaries has received since January 1, 2020 any written notice or other communication (in writing or otherwise) relating to property owned or leased by the Company or any of its Subsidiaries, whether from a Governmental Body or employee, that alleges that such current or prior owner or the Company or any of its Subsidiaries is not in compliance with or has violated any Environmental Law relating to such property and (ii) neither the Company nor any of its Subsidiaries has any material liability under any Environmental Law that would reasonably be expected to have a Company Material Adverse Effect.

2.17    Insurance.

(a)    The Company has made available to Yumanity accurate and complete copies of all material insurance policies and all material self-insurance programs and arrangements relating to the business, assets, liabilities and operations of the Company and each Company Subsidiary. Each of the insurance policies is in full force and effect and the Company and each Company Subsidiary are in material compliance with the terms thereof. Other than customary end

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of policy notifications from insurance carriers, since January 1, 2020, neither the Company nor any Company Subsidiary has received any written notice or other written communication regarding any actual or possible: (i) cancellation or invalidation of any insurance policy; (ii) refusal or denial of any coverage, reservation of rights or rejection of any material claim under any insurance policy; or (iii) material adjustment in the amount of the premiums payable with respect to any insurance policy. To the Knowledge of the Company, there is no pending workers’ compensation or other claim under or based upon any insurance policy of the Company or any Company Subsidiary. All information provided to insurance carriers (in applications and otherwise) on behalf of the Company and each Company Subsidiary is accurate and complete in all material respects. The Company and each Company Subsidiary have provided timely written notice to the appropriate insurance carrier(s) of each Legal Proceeding pending or threatened in writing against the Company or any Company Subsidiary, and no such carrier has issued a denial of coverage or a reservation of rights with respect to any such Legal Proceeding, or, to the Knowledge of the Company, informed the Company or any Company Subsidiary of its intent to do so.

(b)    The Company has made available to Yumanity accurate and complete copies of the existing policies (primary and excess) of directors’ and officers’ liability insurance maintained by the Company and each Company Subsidiary as of the date of this Agreement (the “Existing Company D&O Policies”). Part 2.17(b) of the Company Disclosure Schedule accurately sets forth the most recent annual premiums paid by the Company and each Company Subsidiary with respect to the Existing Company D&O Policies.

2.18    Legal Proceedings; Orders.

(a)    Except as set forth in Part 2.18(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding, and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves the Company or any of its Subsidiaries, any Company Associate (in his or her capacity as such) or any of the material assets owned or used by the Company or its Subsidiaries; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions. To the Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will give rise to or serve as the basis for the commencement of any meritorious Legal Proceeding.

(b)    There is no order, writ, injunction, judgment or decree to which the Company or any Company Subsidiary, or any of the material assets owned or used by the Company or any Company Subsidiary, is subject. To the Knowledge of the Company, no officer or other Key Employee of the Company or any Company Subsidiary is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of the Company or any Company Subsidiary or to any material assets owned or used by the Company or any Company Subsidiary.

2.19     Authority; Binding Nature of Agreement. The Company and each Company Subsidiary have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The Company Board of Directors (at one or more meetings

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duly called and held) has: (a) determined that the Contemplated Transactions are advisable and fair to and in the best interests of the Company and its shareholders; (b) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Contemplated Transactions, subject to the Required Company Shareholder Vote; and (c) recommended the adoption and approval of this Agreement by the holders of Company Capital Stock. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Yumanity, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Prior to the execution of the Company Shareholder Support Agreements, the Company Board of Directors approved the Company Shareholder Support Agreements and the transactions contemplated thereby.

2.20    Vote Required. The affirmative vote of a majority of the shares of the Company Voting Common Stock, as outstanding on the record date for the Company Shareholder Written Consent and entitled to vote thereon (the “Required Company Shareholder Vote”) is the only vote of the holders of any class or series of Company Capital Stock necessary to adopt or approve this Agreement and approve the Contemplated Transactions and the matters set forth in Section 5.2(a).

2.21    Non-Contravention; Consents. Subject to Part 2.21 of the Company Disclosure Schedule, and subject to obtaining the Required Company Shareholder Vote, the filing of the Articles of Merger required by the WBCA and any filings or notifications that may be required in connection with the Contemplated Transactions under any US or non-US antitrust, merger control, or competition laws, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):

(a)    contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of the Company or (ii) any resolution adopted by the Company shareholders, the Company Board of Directors or any committee of the Company Board of Directors;

(b)    contravene, conflict with or result in a material violation of, or give any Governmental Body or, to the Knowledge of the Company, other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject;

(c)    contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries or that otherwise relates to the business of the Company or its Subsidiaries or to any of the material assets owned or used by the Company or its Subsidiaries;

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(d)    contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Contract; (iii) accelerate the maturity or performance of any Company Contract; or (iv) cancel, terminate or modify any term of any Company Contract, except, in the case of any Company Material Contract, any non-material breach, default, penalty or modification and, in the case of all other Company Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect;

(e)    result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company or its Subsidiaries (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company); or

(f)    result in the transfer of any material asset of the Company or its Subsidiaries to any Person.

Except (i) for any Consent set forth in Part 2.21 of the Company Disclosure Schedule under any Company Contract, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Washington pursuant to the WBCA, and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, neither the Company nor any of its Subsidiaries was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or (y) the consummation of the Contemplated Transactions.

2.22    No Financial Advisor. Except as set forth in Part 2.22 of the Company Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of the Company or any of its Subsidiaries.

2.23    Privacy. The Company has complied in all material respects with all Privacy Obligations and its respective internal and external privacy policies relating to the use, collection, storage, disclosure and transfer of any Personal Information collected by the Company or by third parties having authorized access to the records of the Company. The execution, delivery and performance of this Agreement will comply in all material respects with all Privacy Obligations and with the Company’s privacy policies. The Company has not received a written complaint regarding the Company’s collection, use or disclosure of Personal Information. There has been no (i) unauthorized acquisition of, access to, loss of, misuse (by any means) of any Sensitive Data, or (ii) unauthorized or unlawful processing of any Sensitive Data or Personal Information, in each case, used or held for use by or on behalf of the Company. No Person has, in the last three (3) years, threatened to bring any proceeding pursuant to any written notice, or commenced any proceeding with respect to the Company’s privacy, security or data protection practices, including any loss, damage or unauthorized access, use, disclosure, modification or other misuse of any Personal Information maintained by, or on behalf of, the Company and, to the Company’s Knowledge, there is no reasonable basis for such proceeding.

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2.24    Disclosure. The information supplied by the Company and each Company Subsidiary for inclusion in the Proxy Statement (including any Company Financials and the Required Company Financials when delivered pursuant to Section 5.1(a)) will not, as of the date of the Proxy Statement or as of the date such information is prepared or presented, (i) contain any statement that is inaccurate or misleading with respect to any material facts or (ii) omit to state any material fact necessary in order to make such information, in the light of the circumstances under which such information is provided, not false or misleading.

2.25    No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Agreement, neither the Company nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Company or with respect to any other information provided to Yumanity or Merger Sub in connection with the transactions contemplated hereby.

2.26    Disclaimer of Other Representations and Warranties. The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement (a) each of Yumanity and Merger Sub is not making and has not made any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated by this Agreement, including the Merger, and none of the Company or its Representatives is relying on any representation or warranty of Yumanity or Merger Sub except for those expressly set forth in this Agreement, (b) no Person has been authorized by Yumanity or Merger Sub to make any representation or warranty relating to Yumanity or Merger Sub or their respective businesses, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by Yumanity or Merger Sub and (c) any estimates, projections, forecasts, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information are the subject of any express representation or warranty set forth in this Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF YUMANITY AND MERGER SUB

Yumanity and Merger Sub represent and warrant to the Company as follows, except as set forth in (a) the written disclosure schedule delivered by Yumanity to the Company (the “Yumanity Disclosure Schedule”) or (b) the Yumanity SEC Documents (but (A) without giving effect to any amendment thereof filed with, or furnished to the SEC on or after the date hereof, and (B) excluding any disclosures contained under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature, and provided that in the event of any inconsistency between any disclosure in the Yumanity Disclosure Schedule and in the Yumanity SEC Documents, the inconsistent disclosure in the Yumanity SEC Documents shall be ignored, provided further that it is understood that the omission of a disclosure

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in the Yumanity Disclosure Schedule shall not be deemed, in and of itself, to be an inconsistency) filed with or furnished to the SEC by the Company on or after January 1, 2020 and publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval system on or before the day that is one (1) Business Day prior to the date of this Agreement. The Yumanity Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article 3. The disclosures in any section or subsection of the Yumanity Disclosure Schedule shall qualify other sections and subsections in this Article 3 to the extent it is reasonably clear from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The inclusion of any information in the Yumanity Disclosure Schedule (or any update thereto) shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in or would result in a Yumanity Material Adverse Effect, or is outside the Ordinary Course of Business.

3.1    Subsidiaries; Due Organization; Etc.

(a)    Other than Merger Sub, Yumanity has no Subsidiaries, except for the Entities identified in Part 3.1(a) of the Yumanity Disclosure Schedule; and neither Yumanity nor any of the other Entities identified in Part 3.1(a) of the Yumanity Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a) of the Yumanity Disclosure Schedule. Yumanity has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Yumanity has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

(b)    Each of Yumanity and the Yumanity Subsidiaries is a corporation or company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound.

(c)    Each of Yumanity and the Yumanity Subsidiaries is qualified to do business as a foreign corporation or company, as applicable, and is in good standing (or the equivalent thereof, if applicable, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof), under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Yumanity Material Adverse Effect.

3.2    Certificate of Incorporation; Bylaws; Charters and Codes of Conduct. Yumanity has made available to the Company accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents, including all amendments thereto, for Yumanity and each Yumanity Subsidiary. Neither Yumanity nor any Yumanity Subsidiary has taken any action in breach or violation in any material respect of any of the material provisions of its certificate of incorporation, bylaws and other charter and organizational documents nor is in breach or violation in any material respect of any of the material provisions of its certificate of incorporation, bylaws and other charter and organizational documents.

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3.3    Capitalization, Etc.

(a)    The authorized capital stock of Yumanity consists of (i) 125,000,000 shares of Yumanity Common Stock, par value $0.001 per share, of which 10,846,945 shares have been issued and are outstanding as of June 3, 2022 (the “Capitalization Date”) and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of which no shares are issued and outstanding as of the Capitalization Date. Yumanity does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Yumanity Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Yumanity Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Yumanity Capital Stock is subject to any right of first refusal in favor of Yumanity. Except as contemplated herein and except as identified on Part 3.3(a)(i) of the Yumanity Disclosure Schedule, there is no Yumanity Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Yumanity Capital Stock. Yumanity is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Yumanity Capital Stock or other securities. Part 3.3(a)(ii) of the Yumanity Disclosure Schedule accurately and completely describes all repurchase rights held by Yumanity with respect to shares of Yumanity Capital Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable.

(b)    Except for the Yumanity 2016 Stock Option and Incentive Plan (the “2016 Plan”), the Yumanity 2016 Employee Stock Purchase Plan (the “ESPP”), the Yumanity 2018 Stock Option and Grant Plan (the “2018 Plan”) or the Yumanity 2021 Inducement Plan (the “2021 Plan”), or except as set forth in Part 3.3(b) of the Yumanity Disclosure Schedule, Yumanity does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date hereof, Yumanity has reserved 699,061 shares of Yumanity Common Stock for issuance under the 2016 Plan, 48,564 shares of Yumanity Common Stock for issuance under the ESPP, 1,527,210 shares of Yumanity Common Stock for issuance under the 2018 Plan and 400,000 shares of Yumanity Common Stock for issuance under the 2021 Plan. As of the date hereof, of such reserved shares of Yumanity Common Stock, 1,441,257 shares of Yumanity Common Stock may be issued upon the exercise of outstanding stock options and the vesting of outstanding restricted stock units as of the Capitalization Date, 556,338 shares remain available for future issuance pursuant to the 2016 Plan, 203,321 shares remain available for future issuance pursuant to the 2018 Plan and 248,725 shares remain available for future issuance pursuant to the 2021 Plan. Part 3.3(b)(i) of the Yumanity Disclosure Schedule sets forth the following information with respect to each Yumanity Option outstanding as of the date of this Agreement: (A) the name of the optionee; (B) the number of shares of Yumanity Common Stock subject to such Yumanity Option at the time of grant; (C) the number of shares of Yumanity Common Stock subject to such Yumanity Option as of the date of this Agreement; (D) the exercise price of such Yumanity Option; (E) the date on which such Yumanity Option was granted; (F) the applicable vesting schedule, including the number of vested and unvested shares subject to such Yumanity Option; (G) the date on which such Yumanity

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Option expires; (H) whether such Yumanity Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (I) whether or not such Yumanity Option is an “early exercise” stock option. Yumanity has made available to the Company an accurate and complete copy of the 2016 Plan, the ESPP, the 2018 Plan and the 2021 Plan and the forms of all equity awards approved for use thereunder. Except as provided in this Agreement, no vesting of Yumanity Options or Yumanity RSUs will accelerate in connection with the closing of the Contemplated Transactions. Part 3.3(b)(ii) of the Yumanity Disclosure Schedule sets forth the following information with respect to each Yumanity RSU outstanding as of the date of this Agreement: (A) the name of the holder; (B) the number of shares of Yumanity Common Stock subject to such Yumanity RSUs at the time of grant; (C) the number of shares of Yumanity Common Stock subject to such Yumanity RSUs as of the date of this Agreement; (D) the date on which such Yumanity RSUs were granted; and (E) the applicable vesting schedule, including the number of vested and unvested shares subject to such Yumanity RSUs. Part 3.3(b)(iii) of the Yumanity Disclosure Schedule sets forth the following information with respect to each Yumanity RSA outstanding as of the date of this Agreement: (A) the name of the holder; (B) the number of shares of Yumanity Common Stock subject to such Yumanity RSAs at the time of grant; (C) the number of shares of Yumanity Common Stock subject to such Yumanity RSAs as of the date of this Agreement; (D) the date on which such Yumanity RSAs were granted; and (E) the applicable vesting schedule, including the number of vested and unvested shares subject to such Yumanity RSAs.

(c)    Except for the outstanding Yumanity Options as set forth in Section 3.3(b), for the warrants identified in Yumanity’s most recent Quarterly Report on Form 10-Q filed with the SEC as of the date hereof (the “Yumanity Warrants”) or as set forth in Part 3.3(c) of the Yumanity Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Yumanity or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Yumanity or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Yumanity or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Yumanity or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Yumanity or any of its Subsidiaries.

(d)    All outstanding shares of Yumanity Capital Stock, as well as all options, warrants and other securities of Yumanity have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. Yumanity has made available to the Company accurate and complete copies of all Yumanity Warrants. Except as identified on Part 3.3(c) of the Yumanity Disclosure Schedule, there are no warrants to purchase capital stock of Yumanity outstanding on the date of this Agreement.

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3.4    SEC Filings; Financial Statements.

(a)    Yumanity has made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Yumanity with the SEC since January 1, 2020 (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Yumanity SEC Documents”), other than such documents that can be obtained on the SEC’s website at www.sec.gov. Except as set forth in Part 3.4(a) of the Yumanity Disclosure Schedule, all material statements, reports, schedules, forms and other documents required to have been filed by Yumanity or its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the Yumanity SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, to Yumanity’s Knowledge, as of the time they were filed, none of the Yumanity SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent that the information in such Yumanity SEC Document has been amended or superseded by a later Yumanity SEC Document filed prior to the date hereof. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act) relating to the Yumanity SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Legal Requirements. As used in this Article 3, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

(b)    The financial statements (including any related notes) contained or incorporated by reference in the Yumanity SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly present in all material respects the consolidated financial position of Yumanity as of the respective dates thereof and the results of operations and cash flows of Yumanity for the periods covered thereby. Other than as expressly disclosed in the Yumanity SEC Documents filed prior to the date hereof, there has been no material change in Yumanity’s accounting methods or principles that would be required to be disclosed in Yumanity’s financial statements in accordance with GAAP. The books of account and other financial records of Yumanity and each of its Subsidiaries are true and complete in all material respects.

(c)    Yumanity’s auditor has at all times since the date of enactment of the Sarbanes-Oxley Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act); (ii) to the Knowledge of Yumanity, “independent” with respect to Yumanity within the meaning of Regulation S-X under the Exchange Act; and (iii) to the

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Knowledge of Yumanity, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder.

(d)    Except as set forth in Part 3.4(d) of the Yumanity Disclosure Schedule, from January 1, 2020, through the date hereof, Yumanity has not received any comment letter from the SEC or the staff thereof or any correspondence from Nasdaq or the staff thereof relating to the delisting or maintenance of listing of the Yumanity Common Stock on the Nasdaq Global Market. Yumanity has not disclosed any unresolved comments in its Yumanity SEC Documents.

(e)    Since January 1, 2020, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer or chief financial officer of Yumanity, the Yumanity Board of Directors or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the Sarbanes-Oxley Act.

(f)    Yumanity is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act and the applicable listing and governance rules and regulations of the Nasdaq Global Market.

(g)    Yumanity maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance (i) that Yumanity maintains records that in reasonable detail accurately and fairly reflect Yumanity’s transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the Yumanity Board of Directors, and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Yumanity’s assets that could have a material effect on Yumanity’s financial statements. Yumanity has evaluated the effectiveness of Yumanity’s internal control over financial reporting and, to the extent required by applicable law, presented in any applicable Yumanity SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Yumanity has disclosed to Yumanity’s auditors and the Audit Committee of the Yumanity Board of Directors (and made available to the Company a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Yumanity’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Yumanity’s internal control over financial reporting. Except as disclosed in the Yumanity SEC Documents filed prior to the date hereof, Yumanity has not identified any material weaknesses in the design or operation of Yumanity’s internal control over financial reporting. Since January 1, 2020, there have been no material changes in Yumanity’s internal control over financial reporting.

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(h)    Yumanity’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Yumanity in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Yumanity’s management as appropriate to allow timely decisions regarding required disclosure and to make the Certifications.

(i)    Since January 1, 2020, (i) Yumanity has not received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Yumanity’s internal accounting controls relating to periods after January 1, 2020, including any material complaint, allegation, assertion or claim that Yumanity has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date of this Agreement which have no reasonable basis), and (ii) no attorney representing Yumanity, whether or not employed by Yumanity, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after January 1, 2020, by Yumanity or agents to the Yumanity Board of Directors or any committee thereof or, to the Knowledge of Yumanity, to any director or officer of Yumanity.

3.5    Absence of Changes. Except as set forth in Part 3.5 of the Yumanity Disclosure Schedule, between January 1, 2022 and the date of this Agreement and except as otherwise expressly contemplated by this Agreement, Yumanity has conducted its business only in the Ordinary Course of Business (except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto) and there has not been (a) any material loss, damage or destruction to, or any material interruption in the use of, any of the material assets or business of Yumanity or any Yumanity Subsidiary (whether or not covered by insurance), (b) any Yumanity Material Adverse Effect or an event or development that would, individually or in the aggregate, reasonably be expected to have a Yumanity Material Adverse Effect, or (c) any event or development that would, if occurring following the execution of this Agreement require the consent of the Company pursuant to Section 4.4(a).

3.6     Intellectual Property.

(a)    Part 3.6(a) of the Yumanity Disclosure Schedule lists: (i) all Yumanity Registered Intellectual Property, including the jurisdictions in which each such item of Intellectual Property has been issued or registered, in which any application for such issuance and registration has been filed, or in which any other filing or recordation has been made and (ii) all actions that are required to be taken by Yumanity within 60 days of the date hereof with respect to such Yumanity-Owned IP Rights in order to avoid prejudice to, impairment or abandonment of such Yumanity-Owned IP Rights. Yumanity has taken reasonable actions to maintain and protect such Yumanity-Owned IP Rights. As of the date hereof, all registration, maintenance and renewal fees currently due in connection with such Yumanity Registered Intellectual Property have been paid and all documents, recordations and certificates in connection with such Yumanity Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such Yumanity Registered Intellectual Property and recording Yumanity’s ownership interests therein.

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(b)    Yumanity and the Yumanity Subsidiaries own each item of Yumanity-Owned IP Rights, free and clear of any Encumbrances.

(c)     To the Knowledge of Yumanity, the Yumanity IP Rights are valid and enforceable. Yumanity has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Yumanity Registered Intellectual Property that would constitute fraud with respect to such application.

(d)    To the Knowledge of Yumanity, the operation of the business of Yumanity and the Yumanity Subsidiaries as such business is currently conducted, as has been conducted since January 1, 2018, does not infringe, misappropriate, or violate any Third-Party IP Rights. As of the date hereof Yumanity has not received any written notice, which involves a claim of infringement or misappropriation or violation of any Third-Party IP Rights.

(e)    To the Knowledge of Yumanity, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Yumanity-Owned IP Rights, by any third party. As of the date hereof, Yumanity has not instituted any Legal Proceedings for infringement or misappropriation of any Yumanity-Owned IP Rights.

(f)    Each consultant and employee involved in the creation of any material Yumanity-Owned IP Rights for Yumanity has executed proprietary information, confidentiality and assignment agreements that, to extent permitted by Law, assign to Yumanity and/or a Yumanity Subsidiary (or otherwise grant sufficient rights in) all Intellectual Property that are developed by the employees in the course of their employment and contain confidentiality provisions protecting confidential information of the Company, and, with respect to consultants, all Intellectual Property that are developed by such consultants in the course of performing services for Yumanity or any Yumanity Subsidiaries. Yumanity has provided to the Company copies of all such forms currently used by Yumanity.

(g)     No (i) government funding or (ii) facilities of a university, college, other educational institution or research center were used in the development of the Yumanity-Owned IP Rights or any other Yumanity Registered Intellectual Property. To the Knowledge of Yumanity, no current or former employee, consultant or independent contractor of Yumanity, who was involved in, or who contributed to, the creation or development of any Yumanity-Owned IP Rights or any other Yumanity Registered Intellectual Property, has performed services for any government, university, college or other educational institution or research center during a period of time during which such employee, consultant or independent contractor was also performing services for Yumanity.

(h)    Neither the execution and delivery or effectiveness of this Agreement nor the performance of Yumanity’s obligations under this Agreement will cause (a) the forfeiture or termination of, or give rise to a right of forfeiture or termination of any material Yumanity IP Right or any other Yumanity-Owned IP Rights or (b) additional payment obligations by Yumanity in order to use or exploit material Yumanity IP Rights or any other Yumanity-Owned IP Rights to the same extent as Yumanity was permitted before the date hereof.

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(i)    Yumanity has taken commercially reasonable efforts to protect and preserve the confidentiality of all confidential or non-public information included in the Yumanity-Owned IP Rights that Yumanity intends to retain as confidential (“Yumanity Confidential Information”). To the Knowledge of Yumanity, all use and/or disclosure of Yumanity Confidential Information by or to a third party has been pursuant to the terms of a written Contract between Yumanity or the Yumanity Subsidiaries and such third party. Yumanity has not experienced any breach of security or otherwise unauthorized access by third parties to Yumanity Confidential Information and any Confidential Information in Yumanity’s or any of its Subsidiaries’ possession, custody or control.

(j)    Notwithstanding anything to the contrary contained herein, the representations and warranties contained in Section 3.6 are the only representations and warranties made by Yumanity that address matters relating to Intellectual Property.

3.7    Agreements, Contracts and Commitments. Part 3.7 of the Yumanity Disclosure Schedule identifies (in each case, as applicable, excluding Contracts entered into in connection with a Permitted Asset Disposition):

(a)    each Yumanity Contract relating to any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements, other than Yumanity Contracts on Yumanity’s standard form offer letter entered into in the Ordinary Course of Business;

(b)    each Yumanity Contract relating to the employment of, or the performance of employment-related services by, any Person, including any employee, consultant or independent contractor, not terminable at will by Yumanity or its Subsidiaries, except to the extent general principles of wrongful termination law may limit Yumanity’s, Yumanity’s Subsidiaries’ or such successor’s ability to terminate employees at will;

(c)    each Yumanity Contract relating to any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of the Contemplated Transactions (either alone or in conjunction with any other event, such as termination of employment) or the value of any of the benefits of which will be calculated on the basis of the Contemplated Transactions;

(d)    each Yumanity Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business other than indemnification agreements between Yumanity and any of its officers or directors;

(e)    each Yumanity Contract containing any covenant limiting the freedom of Yumanity or its Subsidiaries to engage in any line of business or compete with any Person;

(f)    each Yumanity Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $50,000 and not cancelable without penalty;

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(g)    each Yumanity Contract relating to the disposition or acquisition of material assets or any ownership interest in any Entity;

(h)    each Yumanity Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit in excess of $50,000 or creating any material Encumbrances with respect to any assets of Yumanity or any Yumanity Subsidiary or any loans or debt obligations with officers or directors of Yumanity;

(i)    all Contracts pursuant to which Yumanity or a Yumanity Subsidiary grants any Person a license under any Yumanity IP Rights, other than software licensed to customers in the Ordinary Course of Business;

(j)    other than “shrink wrap” and similar generally available commercial end-user licenses to software, all Contracts pursuant to which Yumanity or a Yumanity Subsidiary is licensed to use any Third-Party IP Rights outside the Ordinary Course of Business;

(k)    each Yumanity Contract (i) appointing a third party to distribute any Yumanity product, service or technology (identifying any that contain exclusivity provisions); (ii) for a third party to provide services or products with respect to any pre-clinical or clinical development activities of Yumanity; (iii) under which Yumanity or the Yumanity Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Yumanity or the Yumanity Subsidiaries has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Yumanity or such Yumanity Subsidiary; or (iv) to license any third party to manufacture or produce any Yumanity product, service or technology or any Contract to sell, distribute or commercialize any Yumanity products or service, except agreements in the Ordinary Course of Business;

(l)    each Yumanity Contract with any financial advisor, broker, finder, investment banker or other Person, providing advisory services to Yumanity in connection with the Contemplated Transactions; or

(m)    any other agreement, contract or commitment which is not terminable at will (with no penalty or payment) by Yumanity which involves payment or receipt by Yumanity or the Yumanity Subsidiaries under any such agreement, contract or commitment of $100,000 or more in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate. Yumanity has made available to the Company accurate and complete (except for applicable redactions thereto) copies of all Yumanity Material Contracts, including all amendments thereto. There are no Yumanity Material Contracts that are not in written form. Except as set forth in Part 3.7 of the Yumanity Disclosure Schedule, neither Yumanity nor any of the Yumanity Subsidiaries nor, to Yumanity’s Knowledge, as of the date of this Agreement, has any other party to a Yumanity Material Contract breached, violated or defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the agreements, contracts or commitments to which Yumanity or the Yumanity Subsidiaries is a party or by which it is bound of the type described in clauses (a) through (l) above (any such agreement, contract or commitment, an “Yumanity Material Contract”) in such manner as would permit any party to cancel or terminate any Yumanity Material Contract, or would permit any other

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party to seek damages which would reasonably be expected to be material. The consummation of the Contemplated Transactions shall not (either alone or upon the occurrence of additional acts or events) result in any material payment or payments becoming due from Yumanity or any Yumanity Subsidiary to any Person under any Yumanity Contract.

3.8    Liabilities. As of the date hereof, neither Yumanity nor any Yumanity Subsidiary has any Liability except for: (a) Liabilities identified as such in the Yumanity Unaudited Interim Balance Sheet; (b) normal and recurring current Liabilities that have been incurred by Yumanity or its Subsidiaries since the date of the Yumanity Unaudited Interim Balance Sheet in the Ordinary Course of Business; (c) Liabilities for performance in the Ordinary Course of Business of obligations of Yumanity or any Yumanity Subsidiary under Yumanity Contracts, including the reasonably expected performance of such Yumanity Contracts in accordance with their terms (which would not include, for example, any instances of breach or indemnification); (d) Liabilities incurred in connection with the Contemplated Transactions; and (e) Liabilities described in Part 3.8 of the Yumanity Disclosure Schedule.

3.9    Compliance; Permits; Restrictions.

(a)    Yumanity and each Yumanity Subsidiary are, and since January 1, 2020 have been, in compliance in all material respects with all applicable Legal Requirements. No investigation, claim, suit, proceeding, audit or other Legal Proceeding by any Governmental Body is pending or, to the Knowledge of Yumanity, threatened in writing against Yumanity or any Yumanity Subsidiary. There is no agreement, judgment, injunction, order or decree binding upon Yumanity or any Yumanity Subsidiary which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Yumanity or any Yumanity Subsidiary, any acquisition of material property by Yumanity or any Yumanity Subsidiary or the conduct of business by Yumanity or any Yumanity Subsidiary as currently conducted, (ii) is reasonably likely to have a material adverse effect on Yumanity’s ability to comply with or perform any covenant or obligation under this Agreement or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.

(b)    Except for matters regarding the FDA, Yumanity and the Yumanity Subsidiaries hold all required Governmental Authorizations which are material to the operation of the business of Yumanity (collectively, the “Yumanity Permits”) as currently conducted. Part 3.9(b) of the Yumanity Disclosure Schedule identifies each Yumanity Permit. Each of Yumanity and each Yumanity Subsidiary is in material compliance with the terms of the Yumanity Permits. No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending or, to the Knowledge of Yumanity, threatened in writing, which seeks to revoke, substantially limit, suspend, or materially modify any Yumanity Permit. The rights and benefits of each material Yumanity Permit will be available to the Surviving Corporation immediately after the Effective Time on terms substantially identical to those enjoyed by Yumanity and the Yumanity Subsidiaries as of the date of this Agreement and immediately prior to the Effective Time.

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(c)    There are no proceedings pending or, to the Knowledge of Yumanity, threatened in writing with respect to an alleged material violation by Yumanity or any of the Yumanity Subsidiaries of the FDCA, FDA regulations adopted thereunder, the Controlled Substance Act or any other similar Legal Requirements promulgated by the FDA or a Drug/Device Regulatory Agency.

(d)    Yumanity and each of the Yumanity Subsidiaries holds all required Governmental Authorizations issuable by any Drug/Device Regulatory Agency necessary for the conduct of the business of Yumanity or such Subsidiary as currently conducted, and, as applicable, development, clinical testing and manufacturing as currently conducted of any of its product candidates (the “Yumanity Product Candidates”) (collectively, the “Yumanity Regulatory Permits”), and no such Yumanity Regulatory Permit has been (i) revoked, withdrawn, suspended, cancelled or terminated or (ii) modified in any materially adverse manner. Yumanity and each Yumanity Subsidiary is in compliance in all material respects with the Yumanity Regulatory Permits and have not received any written notice or other written communication from any Drug/Device Regulatory Agency regarding (A) any material violation of or failure to comply materially with any term or requirement of any Yumanity Regulatory Permit or (B) any revocation, withdrawal, suspension, cancellation, termination or material modification of any Yumanity Regulatory Permit.

(e)    All clinical, pre-clinical and other studies and tests conducted by or on behalf of, or sponsored by, Yumanity or the Yumanity Subsidiaries or in which Yumanity or its Subsidiaries or their respective current products or product candidates, including the Yumanity Product Candidates, have participated were, and if still pending are being, conducted in all material respects in accordance with standard medical and scientific research procedures and in compliance with the applicable regulations of the Drug/Device Regulatory Agencies and other applicable Legal Requirements, including 21 C.F.R. Parts 50, 54, 56, 58 and 312.

(f)    Neither Yumanity nor any Yumanity Subsidiary is the subject of any pending, or to the Knowledge of Yumanity, threatened in writing investigation in respect of its business or products by the FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto. To the Knowledge of Yumanity or any of the Yumanity Subsidiaries, neither Yumanity nor the Yumanity Subsidiaries has committed any acts, made any statement, or failed to make any statement, in each case in respect of its business or products that would violate the FDA’s “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy, and any amendments thereto. None of Yumanity or any of the Yumanity Subsidiaries or any of their respective officers, employees or agents has been debarred or convicted of any crime or engaged in any conduct that could result in a debarment or exclusion (i) under 21 U.S.C. Section 335a or (ii) any similar applicable Legal Requirement. To the Knowledge of Yumanity, no debarment or exclusionary claims, actions, proceedings or investigations in respect of their business or products are pending or threatened in writing against Yumanity, any Yumanity Subsidiary or any of their respective officers, employees or agents.

3.10    Anti-Corruption Compliance; Trade Control Laws and Sanctions.

(a)    For the past three years, Yumanity and the Yumanity Subsidiaries, and their respective directors, officers and employees and, to the knowledge of Yumanity, their respective distributors, agents, representatives, sales intermediaries and other Persons acting on behalf of Yumanity and the Yumanity Subsidiaries have complied in all material respects with all applicable Anti-Corruption Laws and Trade Control Laws.

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(b)    For the past three years, Yumanity and each Yumanity Subsidiary had in place policies, procedures, controls and systems reasonably designed to ensure compliance with all applicable Anti-Corruption Laws and Trade Control Laws.

(c)    None of Yumanity or any of the Yumanity Subsidiaries, or any director, officer, employee or, to Yumanity’s Knowledge, agent of Yumanity or any of the Yumanity Subsidiaries is a Sanctioned Person.

(d)    There are no pending, or, to the knowledge of Yumanity, threatened, actions, suits, proceedings, inquiries or investigations by any Governmental Body against Yumanity or any Yumanity Subsidiaries with respect to any Anti-Corruption Laws or Trade Control Laws. In the past five years, none of Yumanity or any Yumanity Subsidiaries have been subject to any such actions, suits, proceedings, inquiries or investigations or made, nor, as of the date hereof, is aware of any reason to or intends to make any disclosure (voluntary or otherwise) to any Governmental Body with respect to any violation, potential violation, or Liability arising under or relating to any Anti-Corruption Laws or Trade Control Laws.

(e)    For the past three years, Yumanity and the Yumanity Subsidiaries have maintained and currently maintain (i) books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Yumanity and the Yumanity Subsidiaries, and (ii) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of Yumanity and the Yumanity Subsidiaries were, have been and are executed only in accordance with management’s general or specific authorization.

3.11    Tax Matters.

(a)    All income and other material Tax Returns required to have been filed by Yumanity and each Yumanity Subsidiary have been timely filed (taking into account any extension of time within which to file) with the applicable Governmental Body. All such Tax Returns were correct and complete in all material respects and have been prepared in material compliance with all applicable Legal Requirements. No written claim has ever been made by any Governmental Body in a jurisdiction where Yumanity or any Yumanity Subsidiary does not file Tax Returns that it is subject to taxation by that jurisdiction.

(b)    All material Taxes due and owing by Yumanity or any Yumanity Subsidiary (whether or not shown on any Tax Return) have been paid. The unpaid Taxes of Yumanity and any Yumanity Subsidiary have been reserved for on the Yumanity Unaudited Interim Balance Sheet in accordance with GAAP. Since the date of the Yumanity Unaudited Interim Balance Sheet, neither Yumanity nor any Yumanity Subsidiary has incurred any Liability for Taxes outside the Ordinary Course of Business.

(c)    Yumanity and each Yumanity Subsidiary have withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.

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(d)    No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law), private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Governmental Body with respect to Yumanity or any Yumanity Subsidiary which agreement or ruling would be effective after the Closing Date.

(e)    There are no material Encumbrances for Taxes (other than Taxes not yet due and payable or Taxes that are being contested in good faith and for which adequate reserves have been made on Yumanity Unaudited Interim Balance Sheet) upon any of the assets of Yumanity or any Yumanity Subsidiary.

(f)    No material deficiencies for Taxes with respect to Yumanity or any Yumanity Subsidiary have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending (or, based on written notice, threatened) audits, assessments or other Legal Proceedings for or relating to any liability in respect of Taxes of Yumanity or any Yumanity Subsidiary. Neither Yumanity nor any Yumanity Subsidiary has waived any statute of limitations in respect of Taxes, agreed to any extension of time with respect to a Tax assessment or deficiency or for filing any Tax Return outside the Ordinary Course of Business, or consented to extend the period in which Tax may be assessed or collected by any Tax authority.

(g)    Yumanity has never 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.

(h)    Neither Yumanity nor any Yumanity Subsidiary is a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or other similar agreement or arrangement, other than customary commercial Contracts the principal subject matter of which is not Taxes.

(i)    Neither Yumanity nor any Yumanity Subsidiary has ever been a member of an affiliated group filing a consolidated, combined or unitary Tax Return (other than a group the common parent of which is Yumanity). Neither Yumanity nor any Yumanity Subsidiary has any Liability for the Taxes of any Person (other than Yumanity and any Yumanity Subsidiary) under Treasury Regulations section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by Contract or otherwise (other than customary commercial Contracts the principal subject matter of which is not Taxes).

(j)    Neither Yumanity nor any Yumanity Subsidiary has distributed stock of another Person, or had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code or Section 361 of the Code (or any similar provision of state, local, or non-U.S. law).

(k)    Neither Yumanity nor any Yumanity Subsidiary has entered into any transaction identified as a “listed transaction” for purposes of Treasury Regulations section 1.6011-4(b)(2).

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(l)    Neither Yumanity nor any Yumanity Subsidiary (i) is a “controlled foreign corporation” as defined in Section 957 of the Code, (ii) is a “passive foreign investment company” within the meaning of Section 1297 of the Code, (iii) has ever been subject to Tax in any country other than its country of incorporation or formation by virtue of having a permanent establishment (within the meaning of an applicable Tax treaty) or other place of business in such other country, or (iv) is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) or is treated as a U.S. corporation under Section 7874(b) of the Code.

(m)    Neither Yumanity nor any Yumanity Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) consummated on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; or (vii) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law). Yumanity has not made any election under Section 965(h) of the Code.

(n)    Neither Yumanity nor any Yumanity Subsidiary has taken or agreed to take any action, or has any knowledge of any fact or circumstance, that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

(o)    Neither Yumanity nor any Yumanity Subsidiary has deferred the payment of any employer payroll Taxes pursuant to the CARES Act.

3.12    Employee Benefit Plans.

(a)    Part 3.12(a) of the Yumanity Disclosure Schedule lists all material Yumanity Employee Plans. “Yumanity Employee Plans” shall mean: (i) all employee benefit plans (as defined in Section 3(3) of ERISA whether or not subject to ERISA) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other material benefit plans, programs or arrangements, and all employment, termination or severance Contracts to which Yumanity or any of its Subsidiaries is a party (except for offer letters or employment agreements that provide for employment that is terminable at will and without material cost or liability to Yumanity or its Subsidiaries), with respect to which Yumanity or any Yumanity Affiliate has or could reasonably be expected to have any obligation or that are maintained, contributed to or sponsored by Yumanity or any Yumanity Affiliate for the benefit of any current or former employee, officer or director of Yumanity or any Yumanity Affiliate and (ii) any material consulting contracts, arrangements or understandings between Yumanity or any Yumanity Affiliate and any natural person consultant of Yumanity or any Yumanity Affiliate.

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(b)    Yumanity has made available to the Company a true and complete copy of each material Yumanity Employee Plan and has made available to the Company a true and complete copy of each material plan document (or, for any unwritten Yumanity Employee Plan, a written description of the material terms of such Yumanity Employee Plan) (except for individual written Yumanity Option agreements, in which case only forms of such agreements have been made available, unless such individual agreements materially differ from such forms), including as applicable (i) a copy of each trust or other funding arrangement, (ii) the most recent summary plan description and summary of material modifications, (iii) annual reports on IRS Form 5500 for the most recent plan year, (iv) the most recently received IRS determination letter for each such Yumanity Employee Plan, (v) the most recently prepared actuarial report and financial statement in connection with each such Yumanity Employee Plan for each of the prior three (3) years, and (vi) any material non-routine correspondence received or submitted to any Governmental Body within the prior three (3) years. Neither Yumanity nor any Yumanity Affiliate has any express or implied commitment (i) to create, enter into, incur liability with respect to or cause to exist any other material employee benefit plan, program or arrangement, (ii) to enter into any Contract to provide compensation or benefits to any individual other than in the Ordinary Course of Business, or (iii) to modify, change or terminate any Yumanity Employee Plan, other than with respect to a modification, change or termination required by ERISA, the Code or other applicable law.

(c)    No Yumanity Employee Plan is, and neither Yumanity nor any Yumanity Affiliate has ever maintained, contributed or had any liability or obligation to contribute to, (i) a Multiemployer Plan, (ii) a Multiple Employer Plan, (iii) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), (iv) a Funded Welfare Plan, or (v) any plan that is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA.

(d)    None of the Yumanity Employee Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of Yumanity or any Yumanity Subsidiary, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable law.

(e)    Except as provided in this Agreement or as set forth in Part 3.12(e) of the Yumanity Disclosure Schedule, the execution of this Agreement and the consummation of the Contemplated Transactions (alone or together with any other event which, standing alone, would not by itself trigger such entitlement or acceleration) will not (i) entitle any person to any payment, forgiveness of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Yumanity Employee Plan, (ii) otherwise trigger any acceleration (of vesting or payment of benefits or otherwise) under or with respect to any Yumanity Employee Plan, (iii) trigger any obligation to fund any Yumanity Employee Plan (iv) limit the right to merge, amend or terminate any Yumanity Employee Plan or (v) result in the receipt or retention by any person who is a “disqualified individual” (within the meaning of Code Section 280G) with respect to Yumanity and any of its Subsidiaries of any payment or benefit that is or could be characterized as a “parachute payment” (within the meaning of Section 280G of the Code), determined without regard to the application of Section 280G(b)(5) of the Code.

(f)    No current or former director, employee, or consultant of Yumanity is entitled to receive a tax gross-up or “make-whole” payment from Yumanity with respect to any taxes that may be imposed upon such individual pursuant to Section 409A of the Code, Section 4999 of the Code, or otherwise.

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(g)    Each Yumanity Employee Plan has been established and operated in all material respects in accordance with its terms and the requirements of all applicable Laws including ERISA and the Code. Yumanity and Yumanity’s Subsidiaries have performed all material obligations required to be performed by them under and are not in material default under or in material violation of, and, to the Knowledge of Yumanity, there is no material default or material violation by any party to, any Yumanity Employee Plan. No Legal Proceeding is pending or threatened with respect to any Yumanity Employee Plan (other than routine claims for benefits in the Ordinary Course of Business) and to the Knowledge of Yumanity, there is no reasonable basis for any such Legal Proceeding.

(h)    Each Yumanity Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination, notification or advisory letter with respect to such qualification, or may rely upon an opinion letter for a prototype plan, and no event or omission has occurred that would cause any Yumanity Employee Plan to lose such qualification or require corrective action to the IRS Employee Plans Compliance Resolution System to maintain such qualification.

(i)    There has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and not otherwise exempt under Section 408 of ERISA) with respect to any Yumanity Employee Plan that would reasonably be expected to result in liability to Yumanity or any of its Subsidiaries. All contributions, premiums or payments required to be made with respect to any Yumanity Employee Plan have been made on or before their due dates, except as would not result in material liability to Yumanity or its Subsidiaries. There are no claims pending or threatened, other than routine claims for benefits. All reports, returns and similar documents required to be filed with any Governmental Body or distributed to any Plan participant have been timely filed or distributed.

(j)    Each Yumanity Employee Plan that is in any part a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) subject to Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. No Yumanity Employee Plan or Yumanity Option (whether currently outstanding or previously exercised) is, has been or would be, as applicable, subject to any tax, penalty or interest under Section 409A of the Code.

(k)    No Yumanity Employee Plan is subject to the laws of any jurisdiction outside of the United States.

3.13    Labor and Employment.

(a)    Yumanity and the Yumanity Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including but not limited to those related to wages, hours, collective bargaining, equal employment opportunity, occupational health and safety, immigration, individual and collective consultation, notice of termination, and

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redundancy, and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing. There is no charge or other Legal Proceeding pending or, to the Knowledge or Yumanity, threatened or reasonably anticipated before the EEOC, any court, or any other Governmental Authority of competent jurisdiction with respect to the employment practices of Yumanity or any Yumanity Subsidiary, except as described on Part 3.13(a) of the Yumanity Disclosure Schedule. Neither Yumanity nor any Yumanity Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, the EEOC or any other Governmental Authority of competent jurisdiction relating to employees or employment practices. Neither Yumanity nor any Yumanity Subsidiary has received any notice of intent by the EEOC or any other Governmental Authority of competent jurisdiction responsible for the enforcement of labor or employment Laws to conduct an investigation or inquiry relating to Yumanity or any Yumanity Subsidiary, and to the knowledge of Yumanity, no such investigation or inquiry is in progress. The employment of all employees of Yumanity and the Yumanity Subsidiaries is terminable at will without cost or liability to Yumanity or its Subsidiaries, except for amounts earned prior to the time of termination and except as set forth in Part 3.13(a) of the Yumanity Disclosure Schedule).

(b)    Yumanity has made available to the Company a list of each employee and consultant that provides services to Yumanity or any Yumanity Subsidiary and the location in which each such employee and consultant is based and primarily performs his or her duties or services. No Key Employee has advised Yumanity or any Yumanity Subsidiary in writing of his or her intention to terminate his or her relationship as an employee of Yumanity or such Subsidiary for any reason, including because of the consummation of the Contemplated Transactions and, except as set forth in Part 3.13(b) of the Yumanity Disclosure Schedule, Yumanity and the Subsidiary have no plans or intentions to terminate any such Key Employee. Part 3.13(b) of the Yumanity Disclosure Schedule sets forth a complete and accurate list of all offers of employment that are outstanding to any person from Yumanity or any Yumanity Subsidiary.

(c)    To the Knowledge of Yumanity, no employee, officer or director of Yumanity or any Yumanity Subsidiary is a party to, or is otherwise bound by, any Contract with a former employer, including any confidentiality, non-competition or proprietary rights agreement, that affects (i) the performance of his or her duties as an employee, officer or director of Yumanity or the Yumanity Subsidiary, or (ii) the ability of Yumanity or any Yumanity Subsidiary to conduct its business, in each case in any manner that would have a Yumanity Material Adverse Effect. To the Knowledge of Yumanity, no employee, officer or director of Yumanity is in violation, in any material respect, of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement or restrictive covenant to a former employer, which violation would have a Yumanity Material Adverse Effect.

(d)    There are no material controversies pending or, to the Knowledge of Yumanity, threatened between Yumanity or any Yumanity Subsidiary and any of their respective present or former employees or independent contractors.

(e)    Neither Yumanity nor any Yumanity Subsidiary is a party to any collective bargaining agreement, work council agreement, work force agreement or any other labor union Contract applicable to persons employed by Yumanity or any Yumanity Subsidiary; to the Knowledge of Yumanity, none of the employees or independent contractors of Yumanity or any

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Yumanity Subsidiary is represented by any union, works council, or any other labor organization; and, to the Knowledge of Yumanity, there are no activities or proceedings of any labor union to organize any such employees or independent contractors.

(f)    There are no grievances filed pursuant to any collective bargaining agreement, work council agreement or other labor contract currently pending against Yumanity or any Yumanity Subsidiary. There are no unfair labor practice complaints pending, or, to the Knowledge of Yumanity, threatened, against Yumanity or any Yumanity Subsidiary before the National Labor Relations Board or any court, tribunal or other Governmental Authority of competent jurisdiction, or any current union representation questions involving employees of Yumanity or any Yumanity Subsidiary. There is no strike, slowdown, work stoppage, lockout, or similar labor disputes or, to the Knowledge of Yumanity, threat thereof, by or with respect to any employees of Yumanity or any Yumanity Subsidiary.

(g)    Except as would not result in material liability to Yumanity, all individuals who are or were performing consulting or other services for Yumanity or any Yumanity Subsidiary have been correctly classified by Yumanity or the Yumanity Subsidiary in all material respects as either “independent contractors” or “employees” as the case may be. Except as would not result in material liability to Yumanity or its Subsidiaries, all individuals who are classified as exempt and are or were performing services for Yumanity or any Yumanity Subsidiary have been correctly classified by Yumanity or the Yumanity Subsidiary in all material respects as “exempt” from all applicable wage and hour Laws, including but not limited to Laws governing minimum wage, overtime compensation, meal periods and rest breaks.

(h)    Yumanity and each Yumanity Subsidiary is in compliance with all Laws applicable to employment and employment practices, including all Laws respecting terms and conditions of employment, wages, hours, equal employment opportunity, employment discrimination, worker classification (including the proper classification of workers as independent contractors and consultants and exempt or non-exempt), immigration, work authorization, occupational health and safety, workers’ compensation, the payment of social security and other employment taxes, disability rights or benefits, plant closures and layoffs, affirmative action and affirmative action plans, labor relations, employee leave issues and unemployment insurance.

3.14    Environmental Matters. Except as would not reasonably be expected to have a Yumanity Material Adverse Effect, Yumanity and each Yumanity Subsidiary is in compliance with all applicable Environmental Laws, which compliance includes the possession by Yumanity of all permits and other Governmental Authorizations required under applicable Environmental Laws and compliance with the terms and conditions thereof. Neither Yumanity nor any Yumanity Subsidiary has received since January 1, 2020 any written notice or other communication (in writing or otherwise), whether from a Governmental Body or employee, that alleges that Yumanity or any Yumanity Subsidiary is not in compliance with any Environmental Law, and, to the Knowledge of Yumanity, there are no circumstances that may prevent or interfere with Yumanity’s or any Yumanity Subsidiary’s compliance with any Environmental Law in the future. To the Knowledge of Yumanity: (i) no current or prior owner of any property currently or then leased or controlled by Yumanity or any Yumanity Subsidiaries has received since January 1, 2020 any written notice or other communication (in writing or otherwise)

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relating to property owned or leased by Yumanity or any of its Subsidiaries, whether from a Governmental Body or employee, that alleges that such current or prior owner or Yumanity or any of the Yumanity Subsidiaries is not in compliance with or violated any Environmental Law relating to such property and (ii) neither Yumanity nor any of its Subsidiaries has any material liability under any Environmental Law that would reasonably be expected to have a Yumanity Material Adverse Effect.

3.15    Insurance.

(a)    Yumanity has made available to the Company accurate and complete copies of all material insurance policies and all material self-insurance programs and arrangements relating to the business, assets, liabilities and operations of Yumanity and each Yumanity Subsidiary. Each of the insurance policies is in full force and effect and Yumanity and each Yumanity Subsidiary is in material compliance with the terms thereof. Other than customary end of policy notifications from insurance carriers, since January 1, 2020, neither Yumanity nor any Yumanity subsidiary has received any written notice or other written communication regarding any actual or possible: (i) cancellation or invalidation of any insurance policy; (ii) refusal or denial of any coverage, reservation of rights or rejection of any material claim under any insurance policy; or (iii) material adjustment in the amount of the premiums payable with respect to any insurance policy. To the Knowledge of Yumanity, there is no pending workers’ compensation or other claim under or based upon any insurance policy of Yumanity or any Yumanity Subsidiary. All information provided to insurance carriers (in applications and otherwise) on behalf of Yumanity and each Yumanity Subsidiary is accurate and complete in all material respects. Yumanity and each Yumanity Subsidiary have provided timely written notice to the appropriate insurance carrier(s) of each Legal Proceeding pending or threatened in writing against Yumanity or any Yumanity Subsidiary, and no such carrier has issued a denial of coverage or a reservation of rights with respect to any such Legal Proceeding, or, to the Knowledge of the Company, informed Yumanity or any Yumanity Subsidiary of its intent to do so.

(b)    Yumanity has made available to the Company accurate and complete copies of the existing policies (primary and excess) of directors’ and officers’ liability insurance maintained by Yumanity and each Yumanity Subsidiary as of the date of this Agreement (the “Existing Yumanity D&O Policies”). Part 3.15(b) of the Yumanity Disclosure Schedule accurately sets forth the most recent annual premiums paid by Yumanity and each Yumanity Subsidiary with respect to the Existing Yumanity D&O Policies.

3.16    Legal Proceedings; Orders.

(a)    Except as set forth in Part 3.16 of the Yumanity Disclosure Schedule, there is no pending Legal Proceeding, and, to the Knowledge of Yumanity, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves Yumanity, any of its Subsidiaries, any Yumanity Associate (in his or her capacity as such) or any of the material assets owned or used by Yumanity or its Subsidiaries; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions. To the Knowledge of Yumanity, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will give rise to or serve as a basis for the commencement of any meritorious Legal Proceeding.

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(b)    There is no order, writ, injunction, judgment or decree to which Yumanity or any Yumanity Subsidiary, or any of the material assets owned or used by Yumanity or any Yumanity Subsidiary is subject. To the Knowledge of Yumanity, no officer or other Key Employee of Yumanity is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of Yumanity or any Yumanity Subsidiary or to any material assets owned or used by Yumanity or any Yumanity Subsidiary.

3.17    Authority; Binding Nature of Agreement. Each of Yumanity and Merger Sub and each Yumanity Subsidiary have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The Yumanity Board of Directors and the Board of Directors of Merger Sub (at meetings duly called and held) has: (a) determined that the Contemplated Transactions are advisable and fair to and in the best interests of such Party and its stockholders or shareholders, as applicable; (b) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Contemplated Transactions; and (c) recommended the adoption and approval of this Agreement by the holders of Yumanity Common Stock and directed that this Agreement, the Reverse Split (to the extent applicable and deemed necessary by the Parties) and the issuance of shares of Yumanity Common Stock in the Contemplated Transactions be submitted for consideration by Yumanity’s stockholders at the Yumanity Stockholders’ Meeting. This Agreement has been duly executed and delivered by Yumanity and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Yumanity and Merger Sub (as applicable), enforceable against Yumanity or Merger Sub (as applicable) in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Prior to the execution of the Yumanity Stockholder Support Agreements, the Yumanity Board of Directors approved the Yumanity Stockholder Support Agreements and the transactions contemplated thereby. Merger Sub was formed solely to facilitate the Merger and has no assets, liabilities or operations except in connection therewith.

3.18    Vote Required. The affirmative vote of (i) the holders of a majority of the shares of Yumanity Common Stock having voting power representing a majority of the outstanding Common Stock, and (ii) the holders of a majority of the votes cast at the Yumanity Stockholders’ Meeting are the only votes of the holders of any class or series of Yumanity’s capital stock necessary to approve the Yumanity Stockholder Proposals (the “Required Yumanity Stockholder Vote”).

3.19    Non-Contravention; Consents. Subject to Part 3.19 of the Yumanity Disclosure Schedule, and subject to obtaining the Required Yumanity Stockholder Vote for the Yumanity Stockholder Proposals, the filing of the Articles of Merger required by the WBCA and any filings or notifications that may be required in connection with the Contemplated Transactions under any US or non-US antitrust, merger control, or competition laws, neither (x) the execution, delivery or performance of this Agreement by Yumanity or Merger Sub, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):

(a)    contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of Yumanity or any of its Subsidiaries, or (ii) any resolution adopted by the stockholders, the Yumanity Board of Directors or any committee of the Yumanity Board of Directors or the Board of Directors of any of its Subsidiaries;

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(b)    contravene, conflict with or result in a material violation of, or give any Governmental Body or, to the Knowledge of Yumanity, other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which Yumanity or any of its Subsidiaries or any of the assets owned or used by Yumanity or any of its Subsidiaries is subject;

(c)    contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Yumanity or any of its Subsidiaries or that otherwise relates to the business of Yumanity or any of its Subsidiaries or to any of the material assets owned or used by Yumanity or any of its Subsidiaries;

(d)    contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Yumanity Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Yumanity Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Yumanity Contract; (iii) accelerate the maturity or performance of any Yumanity Contract; or (iv) cancel, terminate or modify any term of any Yumanity Contract; except, in the case of any Yumanity Material Contract, any non-material breach, default, penalty or modification and in the case of all other Yumanity Contracts, any breach, default, penalty or modification that would not result in a Yumanity Material Adverse Effect;

(e)    result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Yumanity (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the material assets subject thereto or materially impair the operations of Yumanity); or

(f)    result in the transfer of any material asset of Yumanity or any Yumanity Subsidiaries to any Person.

Except (i) for any Consent set forth in Part 3.19 of the Yumanity Disclosure Schedule under any Yumanity Contract, (ii) the approval of the Yumanity Stockholder Proposals and the issuance of shares of Yumanity Common Stock, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Washington pursuant to the WBCA, (iv) the filing of an amendment to Yumanity’s certificate of incorporation to effect the Reverse Split (to the extent applicable and deemed necessary by the Parties), and (v) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, Yumanity was not, is not, nor will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions.

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3.20    Bank Accounts. Part 3.20 of the Yumanity Disclosure Schedule provides accurate information with respect to each account maintained by or for the benefit of Yumanity or any of its Subsidiaries at any bank or other financial institution, including the name of the bank or financial institution, the account number, the balance as of June 5, 2022 and the names of all individuals authorized to draw on or make withdrawals from such accounts.

3.21    No Financial Advisor. Except as set forth in Part 3.21 of the Yumanity Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of Yumanity or any of its Subsidiaries.

3.22    Title to Assets. Each of Yumanity and the Yumanity Subsidiaries owns, and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all material tangible properties or assets and equipment used or held for use in its business or operations or purported to be owned by it. All such assets are owned by Yumanity or a Yumanity Subsidiary free and clear of any Encumbrances, except for: (i) any lien for current Taxes not yet due and payable or for Taxes that are being contested in good faith and for which adequate reserves have been made on the Yumanity Unaudited Interim Balance Sheet; (ii) minor liens that have arisen in the Ordinary Course of Business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Yumanity or any Yumanity Subsidiary; and (iii) liens listed in Part 3.22 of the Yumanity Disclosure Schedule.

3.23    Real Property; Leasehold. Neither Yumanity nor any Yumanity Subsidiary owns any real property or any interest in real property, except for the leaseholds created under the real property leases identified in Part 3.23 of the Yumanity Disclosure Schedule, which are in full force and effect and with no existing default thereunder.

3.24    Valid Issuance. The Yumanity Common Stock to be issued in connection with the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

3.25    Privacy. Yumanity has complied in all material respects with all Privacy Obligations and its respective internal and external privacy policies relating to the use, collection, storage, disclosure and transfer of any Personal Information collected by Yumanity or by third parties having authorized access to the records of Yumanity. The execution, delivery and performance of this Agreement will comply in all material respects with all Privacy Obligations and with Yumanity’s privacy policies. Yumanity has not received a written complaint regarding Yumanity’s collection, use or disclosure of Personal Information. There has been no (i) unauthorized acquisition of, access to, loss of, misuse (by any means) of any Sensitive Data, or (ii) unauthorized or unlawful processing of any Sensitive Data or Personal Information, in each case, used or held for use by or on behalf of Yumanity. No Person has, in the last three (3) years, threatened to bring any proceeding pursuant to any written notice, or commenced any proceeding with respect to Yumanity’s privacy, security or data protection practices, including any loss, damage or unauthorized access, use, disclosure, modification or other misuse of any Personal Information maintained by, or on behalf of, Yumanity and, to Yumanity’s Knowledge, there is no reasonable basis for such proceeding.

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3.26    Concurrent Financing. Yumanity has made available to the Company true, correct and complete copies of the fully executed Securities Purchase Agreement as in effect as of the date hereof, pursuant to which the Concurrent Investors have collectively committed, on the terms and subject to the conditions therein, to purchase shares of Yumanity Common Stock on the terms and subject to the conditions set forth therein. The Securities Purchase Agreement is, as of the date hereof, in full force and effect (assuming, with respect to each Concurrent Investor and the Company, that such Securities Purchase Agreement has been duly authorized, executed and delivered by each of the Company and the Concurrent Investors), and as of the date hereof, the Securities Purchase Agreement has not been withdrawn, rescinded or terminated or otherwise amended or modified in any material respect. Yumanity is not in material breach of any of the representations or warranties of Yumanity, or terms or conditions set forth in the Securities Purchase Agreement.

3.27     Disclosure. The information supplied by Yumanity and each Yumanity Subsidiary for inclusion in the Proxy Statement will not, as of the date of the Proxy Statement or as of the date such information is prepared or presented, (i) contain any statement that is inaccurate or misleading with respect to any material facts or (ii) omit to state any material fact necessary in order to make such information, in the light of the circumstances under which such information is provided, not false or misleading.

3.28    No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Agreement, neither Yumanity nor any other Person on behalf of Yumanity makes any express or implied representation or warranty with respect to Yumanity or any of its Subsidiaries or with respect to any other information provided to the Company in connection with the transactions contemplated hereby.

3.29     Disclaimer of Other Representations and Warranties. Each of Yumanity and Merger Sub acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement (a) the Company is not making and has not made any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated by this Agreement, including the Merger, and none of Yumanity, Merger Sub or their respective Representatives is relying on any representation or warranty of the Company except for those expressly set forth in this Agreement, (b) no Person has been authorized by the Company to make any representation or warranty relating to the Company or its business, and if made, such representation or warranty must not be relied upon by Yumanity or Merger Sub as having been authorized by the Company and (c) any estimates, projections, forecasts, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Yumanity, Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information are the subject of any express representation or warranty set forth in this Agreement.

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ARTICLE 4

CERTAIN COVENANTS OF THE PARTIES

4.1    Access and Investigation. Subject to the terms of the Confidentiality Agreement which the Parties agree will continue in full force following the date of this Agreement, during the period commencing on the date of this Agreement and ending at the Effective Time (the “Pre-Closing Period”), upon reasonable notice, each Party shall, and shall use commercially reasonable efforts to cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Sarbanes-Oxley Act and the rules and regulations relating thereto. Any investigation conducted by either Yumanity or the Company pursuant to this Section 4.1 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party shall promptly make available to the other Party copies of:

(i)    the unaudited monthly consolidated balance sheets of such Party as of the end of each calendar month and the related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows for such calendar month, which shall be delivered within thirty (30) days after the end of such calendar month, or such longer periods as the Parties may agree to in writing;

(ii)    any written materials or communications sent by or on behalf of a Party to its stockholders or shareholders, as applicable;

(iii)    any material notice, document or other communication sent by or on behalf of a Party to any party to any Yumanity Material Contract or Company Material Contract, as applicable, or sent to a Party by any party to any Yumanity Material Contract or Company Material Contract, as applicable (other than any communication that relates solely to routine commercial transactions between such Party and the other party to any such Yumanity Material Contract or Company Material Contract, as applicable, and that is of the type sent in the Ordinary Course of Business and consistent with past practices);

(iv)    any notice, report or other document filed with or otherwise furnished, submitted or sent to any Governmental Body on behalf of a Party in connection with the Contemplated Transactions;

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(v)    any non-privileged notice, document or other communication sent by or on behalf of, or sent to, a Party relating to any pending or threatened in writing Legal Proceeding involving or affecting such Party; and

(vi)    any material notice, report or other document received by a Party from any Governmental Body.

Notwithstanding the foregoing, any Party may restrict the foregoing access to the extent that such access would require such Party to waive the attorney-client privilege or attorney work product privilege, or violate any Legal Requirements applicable to such Party; provided, that such Party or its Subsidiary (i) shall be entitled to withhold only such information that may not be provided without causing such violation or waiver, (ii) shall provide to the other Party all related information that may be provided without causing such violation or waiver (including, to the extent permitted, redacted versions of any such information) and (iii) shall enter into such effective and appropriate joint-defense agreements or other protective arrangements as may be reasonably requested by the other Party in order that all such information may be provided to the other Party without causing such violation or waiver.

4.2    Operation of Yumanity’s Business.

(a)    Except as set forth in Part 4.2(a) of the Yumanity Disclosure Schedule, as expressly contemplated by this Agreement, as required by applicable Law or unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period: (i) each of Yumanity and the Yumanity Subsidiaries shall conduct its business and operations: (A) in the Ordinary Course of Business; and (B) in compliance with all applicable Legal Requirements and in material compliance with the requirements of all Contracts that constitute Yumanity Material Contracts; and (ii) promptly notify the Company of: (A) any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions; (B) any Legal Proceeding against, relating to, involving or otherwise affecting Yumanity or any of its Subsidiaries that is commenced, or, to the Knowledge of Yumanity, threatened against, Yumanity or any of its Subsidiaries after the date of this Agreement; and (C) any written notice or, to the Knowledge of Yumanity, other communication from any Person alleging that any material payment or other material obligation is or will be owed to such Person at any time before or after the date of this Agreement, except for invoices or other communications related to agreements or dealings in the Ordinary Course of Business, payments or obligations related to the Contemplated Transactions or payments or obligations identified in this Agreement, including the Yumanity Disclosure Schedule.

(b)    During the Pre-Closing Period, Yumanity shall promptly notify the Company in writing, by delivery of an updated Yumanity Disclosure Schedule, of: (i) the discovery by Yumanity of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by Yumanity in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by Yumanity in this Agreement if: (A) such representation or warranty had been made as of the time of the occurrence,

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existence or discovery of such event, condition, fact or circumstance; or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of Yumanity; and (iv) any event, condition, fact or circumstance that would reasonably be expected to make the timely satisfaction of any of the conditions set forth in Articles 6, 7 or 8 impossible or materially less likely. Without limiting the generality of the foregoing, Yumanity shall promptly advise the Company in writing of any Legal Proceeding or material, written claim threatened, commenced or asserted against or with respect to, or otherwise affecting, Yumanity or its Subsidiaries or, to the Knowledge of Yumanity, any director, officer or Key Employee of Yumanity. No notification given to the Company pursuant to this Section 4.2(b) shall change, limit or otherwise affect any of the representations, warranties, covenants or obligations of Yumanity or any of its Subsidiaries contained in this Agreement or the Yumanity Disclosure Schedule for purposes of Section 8.1.

4.3    Operation of the Company’s Business.

(a)    Except as set forth in Part 4.3(a) of the Company Disclosure Schedule, as expressly contemplated by this Agreement, as required by applicable Law or unless Yumanity shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period: (i) each of the Company and its Subsidiaries shall conduct its business and operations: (A) in the Ordinary Course of Business; and (B) in compliance with all applicable Legal Requirements and in material compliance with the requirements of all Contracts that constitute Company Material Contracts; (ii) each of the Company and its Subsidiaries shall use commercially reasonable efforts to keep available the services of its current Key Employees and other employees and officers and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having material business relationships with the Company or its Subsidiaries; and (iii) promptly notify Yumanity of: (A) any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions; (B) any Legal Proceeding against, relating to, involving or otherwise affecting the Company or any of its Subsidiaries that is commenced, or, to the Knowledge of the Company, threatened against, the Company or any of its Subsidiaries after the date of this Agreement; and (C) any written notice or, to the Knowledge of the Company, other communication from any Person alleging that any material payment or other material obligation is or will be owed to such Person at any time before or after the date of this Agreement, except for invoices or other communications related to agreements or dealings in the Ordinary Course of Business, payments or obligations related to the Contemplated Transactions or payments or obligations identified in this Agreement, including the Company Disclosure Schedule.

(b)    During the Pre-Closing Period, the Company shall promptly notify Yumanity in writing, by delivery of an updated Company Disclosure Schedule, of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by the Company in this Agreement if: (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; or (B) such

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event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would reasonably be expected to make the timely satisfaction of any of the conditions set forth in Articles 6, 7 or 8 impossible or materially less likely. Without limiting the generality of the foregoing, the Company shall promptly advise Yumanity in writing of any Legal Proceeding or material, written claim threatened in writing, commenced or asserted against or with respect to, or otherwise affecting, the Company or any of its Subsidiaries or, to the Knowledge of the Company, any director, officer or Key Employee of the Company or any of its Subsidiaries. No notification given to Yumanity pursuant to this Section 4.3(b) shall change, limit or otherwise affect any of the representations, warranties, covenants or obligations of the Company contained in this Agreement or the Company Disclosure Schedule for purposes of Section 7.1.

4.4    Negative Obligations.

(a)    Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Part 4.4(a) of the Yumanity Disclosure Schedule, (iii) as required by applicable Law, (iv) in connection with the Permitted Asset Disposition to the extent expressly and specifically contemplated by the Permitted Asset Disposition Agreement, or (v) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article 9 and the Effective Time, Yumanity shall not, nor shall it cause or permit any of its Subsidiaries to, do any of the following:

(i)    declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock other than (x) for shares of Yumanity Capital Stock issuable as a dividend that have accrued pursuant to the Yumanity’s certificate of incorporation, or (y) a distribution of cash up to the Excess Proceeds actually received by Yumanity from a Permitted Asset Disposition so long as such distribution does not occur earlier than three (3) Business Days prior to the anticipated Closing Date; or repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities (except for shares of Yumanity Common Stock from terminated employees of Yumanity);

(ii)    amend the certificate of incorporation, bylaws or other charter or organizational documents of Yumanity, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except as related to the Contemplated Transactions;

(iii)    except for contractual commitments in place at the time of this Agreement and disclosed in the Yumanity Disclosure Schedule, and other than in connection with the Contemplated Transactions or Yumanity’s at-the-market facility, sell, issue or grant, or authorize the issuance of (or make any commitments to do any of the foregoing): (i) any capital stock or other security (except for shares of Yumanity Common Stock issued (x) upon the valid exercise of Yumanity Options or Yumanity Warrants outstanding as of the date of this Agreement or (y) settlement of Yumanity RSUs and Yumanity RSAs outstanding as of the date of this Agreement or sales of shares of Yumanity Common Stock issued upon vesting and/or settlement

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of Yumanity RSUs and Yumanity RSAs outstanding as of the date of this Agreement to cover tax obligations upon such vesting and/or settlement); (ii) any option, warrant or right to acquire any capital stock or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security;

(iv)    form any Subsidiary or acquire or dispose of any equity interest or other interest in any other Entity;

(v)    lend money to any Person; incur or guarantee any indebtedness for borrowed money; issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; guarantee any debt securities of others; or make any capital expenditure or commitment in excess of $15,000;

(vi)    other than in the Ordinary Course of Business, (w) adopt, establish or enter into any Yumanity Employee Plan; (x) cause or permit any Yumanity Employee Plan to be amended other than as required by law or in order to make amendments for the purposes of Section 409A of the Code, subject to prior review and approval (with such approval not to be unreasonably withheld, conditioned or delayed) by the Company; (y) pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, employees or consultants; or (z) increase the severance or change of control benefits offered to any current or new service providers;

(vii)    other than a Permitted Asset Disposition, enter into any material transaction outside the Ordinary Course of Business;

(viii)    acquire any material asset nor, other than a Permitted Asset Disposition, sell, lease other otherwise irrevocably dispose of any of its material assets or properties, or grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business;

(ix)    make, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any material accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement (other than commercial Contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes); enter into any closing agreement with respect to any Tax; settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment;

(x)    enter into, amend or terminate any Yumanity Material Contract, other than entering into a Yumanity Material Contract with respect to a Permitted Asset Disposition (to the extent expressly contemplated by the Permitted Asset Disposition Agreement);

(xi)    materially change pricing or royalties or other payments set or charged by Yumanity or any Yumanity Subsidiary to its customers or licensees; agree to materially

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increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to Yumanity; or materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to Yumanity;

(xii)    settle any pending or threatened Legal Proceeding against Yumanity or any of its Subsidiaries;

(xiii)    terminate or modify in any material respect, or fail to exercise renewal rights with respect to, any material insurance policy;

(xiv)    forgive any loans to any Person, including Yumanity’s employees, officers, directors or Affiliates;

(xv)    other than as required by Law or GAAP, take any action to change Yumanity’s accounting policies or procedures; or

(xvi)    agree, resolve or commit to do any of the foregoing.

(b)    Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Part 4.4(b) of the Company Disclosure Schedule, (iii) as required by applicable Law, or (iv) with the prior written consent of Yumanity (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article 9 and the Effective Time, the Company shall not, nor shall it cause or permit any of its Subsidiaries to, do any of the following:

(i)     (i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock (other than for shares of Company Capital Stock issuable as a dividend that have accrued pursuant to the Company’s articles of incorporation), or (ii) repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Company Common Stock from terminated employees of the Company pursuant to contracts in effect as of the date hereof and disclosed on the Company Disclosure Schedule);

(ii)    amend the articles of incorporation, bylaws or other charter or organizational documents of the Company, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction, except as related to the Contemplated Transactions;

(iii)    except for contractual commitments in place at the time of this Agreement and disclosed in the Company Disclosure Schedule, and other than in connection with the Contemplated Transactions, sell, issue or grant, or authorize the issuance of (or make any commitments to do any of the foregoing): (i) any capital stock or other security (except for shares of Company Common Stock issued upon the valid exercise of Company Options or Company Warrants outstanding as of the date of this Agreement); (ii) any option, warrant or right to acquire any capital stock or any other security (other than commitments to make equity grants to current or new employees from the 2022 Plan in the Ordinary Course of Business (subject in each case to the approval by Yumanity’s compensation committee following the Closing of any such equity grants)); or (iii) any instrument convertible into or exchangeable for any capital stock or other security;

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(iv)    form any Subsidiary or acquire any equity interest or other interest in any other Entity;

(v)    other than in the Ordinary Course of Business, (w) lend money to any Person; (ii) incur or guarantee any indebtedness for borrowed money; (x) issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities; (y) guarantee any debt securities of others; or (z) make any capital expenditure or commitment in excess of $50,000;

(vi)    other than in the Ordinary Course of Business, (w) adopt, establish or enter into any Company Employee Plan, (x) cause or permit any Company Employee Plan to be amended other than as required by law or in order to make amendments for the purposes of Section 409A of the Code, (y) pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors or employees, or (z) increase the severance or change of control benefits offered to any current or new service providers;

(vii)    enter into any material transaction outside the Ordinary Course of Business;

(viii)    acquire any material asset nor sell, lease or otherwise irrevocably dispose of any of its material assets or properties, or grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business;

(ix)    make, change or revoke any material Tax election; file any material amendment to any Tax Return; adopt or change any material accounting method in respect of Taxes; change any annual Tax accounting period; enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement (other than commercial Contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes); settle or compromise any claim, notice, audit report or assessment in respect of material Taxes; apply for or enter into any ruling from any Tax authority with respect to Taxes; surrender any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment;

(x)    enter into, amend or terminate any Company Material Contract other than in the Ordinary Course of Business with respect to the business as currently being conducted;

(xi)    other than in the Ordinary Course of Business, materially change pricing or royalties or other payments set or charged by the Company or any Company Subsidiary to its customers or licensees; agree to materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to the Company or materially increase pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to the Company; or

(xii)    agree, resolve or commit to do any of the foregoing.

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4.5    No Solicitation.

(a)    From and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 9, each Party agrees that neither it nor any of its Subsidiaries shall, and each Party will use its reasonable best efforts to cause each of its officers, directors, employees, investment bankers, attorneys, accountants, Representatives, consultants or other agents retained by it or any of its Subsidiaries not to, directly or indirectly: (i) solicit, initiate, knowingly encourage, induce or knowingly facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (ii) furnish any nonpublic information regarding such Party to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry; (iii) engage in discussions (other than to inform any Person of the existence of the provisions contained in this Section 4.5) or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal (subject to Section 5.2 and Section 5.3); or (v) execute or enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction (other than a confidentiality agreement permitted as provided below; provided, however, that, notwithstanding anything contained in this Section 4.5(a), prior to (x) in the case of the Company, the adoption and approval of this Agreement by the Company shareholders and (y) in the case of Yumanity, the Required Yumanity Stockholder Vote, such Party may furnish nonpublic information regarding such Party to, and enter into discussions or negotiations with, any Person in response to a bona fide written Acquisition Inquiry or Acquisition Proposal, which such Party’s Board of Directors determines in good faith, after consultation with its independent financial advisor, if any, and its outside legal counsel, constitutes, or would reasonably be expected to result in, a Superior Offer (and is not withdrawn) if: (A) neither such Party nor any Representative of such Party shall have breached this Section 4.5 in any material respect with respect to such Acquisition Inquiry or Acquisition Proposal, (B) the Board of Directors of such Party concludes in good faith, after consulting with outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties of the Board of Directors of such Party under applicable Legal Requirements; (C) prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, such Party gives the other Party written notice of the identity of such Person and of such Party’s intention to furnish nonpublic information to, or enter into discussions with, such Person; (D) such Party receives from such Person an executed confidentiality agreement containing provisions at least as favorable to such Party (and not less restrictive in the aggregate to the counterparty thereto) as those contained in the Confidentiality Agreement; provided that a standstill provision shall be required only to the extent that the failure to include such standstill provision is likely to be inconsistent with the fiduciary duties of the Board of Directors of such Party under applicable Legal Requirements; and (E) at least two (2) Business Days prior to furnishing any such nonpublic information to such Person, such Party furnishes such nonpublic information to the other Party (to the extent such nonpublic information has not been previously furnished by such Party to the other Party). Without limiting the generality of the foregoing, each Party acknowledges and agrees that, in the event any Representative of such Party (whether or not such Representative is purporting to act on behalf of such Party) takes any action that, if taken by such Party, would constitute a breach of this Section 4.5 by such Party, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 4.5 by such Party for purposes of this Agreement.

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(b)    If any Party or any Representative of such Party receives an Acquisition Proposal or Acquisition Inquiry at any time during the Pre-Closing Period, then such Party shall promptly (and in no event later than 24 hours after such Party becomes aware of such Acquisition Proposal or Acquisition Inquiry) advise the other Party orally and in writing of such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry, and the terms thereof, including copies of all documentation submitted to such Party reasonably relevant to evaluating such Acquisition Proposal or Acquisition Inquiry). Such Party shall keep the other Party reasonably informed on a timely basis in all material respects with respect to the status and material terms of any such Acquisition Proposal or Acquisition Inquiry and any material modification or proposed modification thereto.

(c)    Each Party shall immediately cease and cause to be terminated any existing discussions, negotiations and communications with any Person that relate to any Acquisition Proposal or Acquisition Inquiry as of the date of this Agreement and promptly following the date of this Agreement shall cause the destruction or return of any nonpublic information provided to such Person.

ARTICLE 5

ADDITIONAL AGREEMENTS OF THE PARTIES

5.1    Company Financial Statements; Registration Statement; Proxy Statement/Prospectus/Information Statement.

(a)    The Company shall use commercially reasonable efforts to deliver to Yumanity, as promptly as practicable after the date of this Agreement, but at least by July 31, 2022 (the “Financial Statement Delivery Date”), (i) the Company’s consolidated balance sheets at December 31, 2021 and 2020 and the Company’s consolidated statements of income, cash flows and shareholders’ equity for the years ended December 31, 2021 and 2020 and (ii) the Company’s consolidated balance sheet at the Interim Financials Date and the Company’s consolidated statements of income, cash flows and shareholders’ equity for the interim period ending as of the Interim Financials Date and for the corresponding period in the prior fiscal year (collectively, the “Required Company Financials”), which Required Company Financials comply in form and substance with all requirements necessary to be included in a registration statement on Form S-4 filed with the SEC, including being compliant with the standards of the Public Company Accounting Oversight Board and (x) in the case of annual financial statements covered by clause (i), having been audited by a nationally-recognized independent accounting firm including, without limitation, those listed on Part 5.1 of the Company Disclosure Schedule, which audit process is complete subject only to delivery of the applicable audit report at filing of the Form S-4 Registration Statement and (y) in the case of interim period financial statements covered by clause (ii), having been reviewed by a nationally-recognized independent accounting firm pursuant to the applicable review standards. The “Interim Financials Date” shall refer, as of the date of determination, to the most recent calendar quarter end (e.g., March 31, June 30, etc.) which would be required to be included to be filed in a registration statement on Form S-4 if one were filed by the Company as of such date of determination; provided, however, that the Company and Yumanity may mutually agree that the Interim Financials Date shall be a quarter end that is more

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recent than the foregoing (i.e., for example, the parties may agree that June 30 is the Interim Financials Date, even though a registration statement could at the time be filed with March 31 financial statements).

(b)    As promptly as practicable after delivery of the Required Company Financials, the Parties shall prepare and cause to be filed with the SEC a Form S-4 Registration Statement, in which a Proxy Statement for the Yumanity stockholders will be included as a prospectus. Yumanity covenants and agrees that the Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will comply with applicable U.S. federal securities laws and the WBCA in all material respects and will not, at the time that the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to the stockholders of Yumanity, at the time of the Yumanity Stockholders’ Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Yumanity further covenants to keep the Form S-4 Registration Statement effective for so long as necessary to complete the Merger and pursuant to the terms of this Agreement. Notwithstanding the foregoing, Yumanity makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) relating to or describing the Company, if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the Form S-4 Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Form S-4 Registration Statement prior to the filing thereof with the SEC (at least ten (10) days prior to the filing thereof), and on the response to any comments of the SEC on the Form S-4 Registration Statement, prior to the filing thereof with the SEC. Each of the Parties shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Yumanity’s stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information in its possession concerning such Party and such Party’s subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to Yumanity or the Company occurs, or if Yumanity or the Company becomes aware of any event or information, that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement, then such Party shall promptly inform the other Party thereof and shall cooperate fully in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Yumanity’s stockholders.

(c)    Prior to the Effective Time, Yumanity shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Yumanity Common Stock to be issued in the Merger (to the extent required) shall be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Company Capital Stock has an address of record on the record date

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for determining the stockholders entitled to notice of and to vote pursuant to the Yumanity Stockholders’ Meeting; provided, however, that Yumanity shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

(d)    The Company shall reasonably cooperate with Yumanity and provide, and require its Representatives, advisors, accountants and attorneys to provide, Yumanity and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by law to be included in the Form S-4 Registration Statement or reasonably requested from the Company to be included in the Form S-4 Registration Statement.

5.2    Company Shareholder Written Consent.

(a)    Promptly after the Form S-4 Registration Statement shall have been declared effective under the Securities Act, and in any event no later than ten (10) Business Days thereafter, the Company shall deliver a copy of the Form S-4 Registration Statement and obtain the approval (by written consent or otherwise) (the “Company Shareholder Written Consent”) of (1) the Company shareholders sufficient for the Required Company Shareholder Vote for purposes of (i) adopting this Agreement and approving the Merger, (ii) acknowledging that the approval given thereby is irrevocable and that each such shareholder is aware of its rights to demand appraisal for its shares pursuant to Section 23B.13 of the WBCA, a copy of which was attached thereto, and that each such shareholder has received and read a copy of Section 23B.13 of the WBCA, and (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection with the Merger and thereby waives any rights to receive payment of the fair value of its capital stock under the WBCA. Under no circumstances shall the Company assert that any other approval or consent is necessary by its shareholders to approve the Merger or this Agreement.

(b)    The Company agrees that, subject to Section 5.2(c): (i) the Company Board of Directors shall recommend that the Company’s shareholders vote to adopt this Agreement and the Merger and shall use its reasonable best efforts to solicit such approval within the timeframe set forth in Section 5.2(a) above (the recommendation of the Company Board of Directors that the Company’s shareholders vote to adopt and approve this Agreement being referred to as the “Company Board Recommendation”); and (ii) the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Yumanity, and no resolution by the Company Board of Directors or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Yumanity shall be adopted or proposed.

(c)    Notwithstanding anything to the contrary contained in Section 5.2(b), if at any time prior to the approval of this Agreement by the Required Company Shareholder Vote, the Company receives a bona fide written Acquisition Proposal (which Acquisition Proposal did not arise out of a material breach of Section 4.5) from any Person that has not been withdrawn and, after consultation with outside legal counsel and outside financial advisor(s), the Company Board of Directors shall have determined, in good faith, that such Acquisition Proposal is a Superior Offer, the Company Board of Directors may withhold, amend, withdraw or modify the Company Board Recommendation in a manner adverse to Yumanity or, if applicable, recommend such

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Superior Offer (collectively a “Company Board Adverse Recommendation Change”) if, but only if, the Company’s Board of Directors determines in good faith, based on such matters as it deems relevant following consultation with its outside legal counsel, that the failure to effect a Company Board Adverse Recommendation Change, in light of such Superior Offer, would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board of Directors under applicable Legal Requirements; provided, that, before making a Company Board Adverse Recommendation Change, (i) Yumanity receives written notice from the Company confirming that the Company Board of Directors intends to change its recommendation at least five (5) Business Days in advance of effecting a Company Board Adverse Recommendation Change (the “Company Recommendation Determination Notice”), but such notice shall not be deemed to constitute a Company Board Adverse Recommendation Change; (ii) such notice describes in reasonable detail the material terms and conditions of such Superior Offer, including the identity of the Person making such offer (and attaching the most current and complete version of any written agreement or other documents reflecting the material terms relating thereto); (iii) if requested by Yumanity, the Company shall, during such five (5) Business Day period, negotiate with Yumanity in good faith to make such adjustments to the terms and conditions of this Agreement so that the Company Board Adverse Recommendation Change is no longer necessary and such Acquisition Proposal no longer constitutes a Superior Offer and (iv) after considering the results of any such negotiations and giving effect to any new proposals made by Yumanity, if any, and, after consultation with outside legal counsel and outside financial advisor(s), the Company Board of Directors shall have determined, in good faith, that such Acquisition Proposal continues to be a Superior Offer and that the failure to effect a Company Board Adverse Recommendation Change or terminate this Agreement under Section 9.1(k) below in light of such Superior Offer, would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board of Directors under applicable Legal Requirements. The requirements and provisions of this Section 5.2(c) shall also apply in the event of any material change to the terms of any such Acquisition Proposal and each such material change shall require a new Company Recommendation Determination Notice, except that the references to five (5) Business Days shall be deemed to be four (4) Business Days.

(d)    Notwithstanding anything to the contrary contained in Section 5.2(b), if at any time prior to the approval of this Agreement by the Required Company Shareholder Vote, the Company Board of Directors may, if an event, fact, development, circumstance or occurrence that affects or would be reasonably likely to affect the business, assets or operations of the Company that occurs or arises after the date of this Agreement, was neither known nor reasonably foreseeable by the Company Board of Directors as of, or prior to, the date of this Agreement and becomes known by the Company Board of Directors after the date of this Agreement (a “Company Intervening Event”), effect a Company Board Adverse Recommendation Change if it determines in good faith, following consultation with its outside legal counsel, that the failure to effect a Company Board Adverse Recommendation Change in light of such Company Intervening Event would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board of Directors under applicable Legal Requirements; provided, however, that the Company Board of Directors may not effect a Company Board Adverse Recommendation Change due to a Company Intervening Event unless (i) the Company shall have provided prior written notice to Yumanity (the “Company Intervening Event Recommendation Determination Notice”) at least five (5) Business Days in advance of its intention to effect such Company Board Adverse Recommendation Change, (ii) such notice describes in reasonable detail the facts and reasons for

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such intention, (iii) if requested by Yumanity, the Company shall, during such five (5) Business Day period, negotiate with Yumanity in good faith to make such adjustments to the terms and conditions of this Agreement so that the Company Board Adverse Recommendation Change in connection with the Company Intervening Event is no longer necessary, and (iv) after considering the results of any such negotiations and giving effect to any new proposals made by Yumanity, if any, and, after consultation with outside legal counsel, the Company Board of Directors shall have determined, in good faith, that the failure to make the Company Board Adverse Recommendation Change in connection with such Company Intervening Event would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board of Directors under applicable Legal Requirements. The provisions of this Section 5.2(d) shall also apply to any material change to the facts and circumstances relating to any such Company Intervening Event and each such material change shall require a new Company Intervening Event Recommendation Determination Notice, except that the references to five (5) Business Days shall be deemed to be four (4) Business Days. For further clarity, the Company Board of Directors shall not be permitted to effect a Company Board Adverse Recommendation Change pursuant to this Section 5.2(d) with respect to or in connection with any Acquisition Proposal (which shall be covered by and subject in all respects to Section 5.2(c).

5.3    Yumanity Stockholders’ Meeting.

(a)    Yumanity shall take all action necessary under applicable Legal Requirements to call, give notice of and hold a meeting of the holders of Yumanity Common Stock to vote on the Yumanity Stockholder Proposals (such meeting, the “Yumanity Stockholders’ Meeting”). The Yumanity Stockholders’ Meeting shall be held as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Yumanity shall take reasonable measures to ensure that all proxies solicited in connection with the Yumanity Stockholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything to the contrary contained herein, if on the date of the Yumanity Stockholders’ Meeting, or a date preceding the date on which the Yumanity Stockholders’ Meeting is scheduled, Yumanity reasonably believes that (x) it will not receive proxies sufficient to obtain the required approval of the holders of Yumanity Common Stock at the Yumanity Stockholders’ Meeting with respect to all of the Yumanity Stockholder Proposals, whether or not a quorum would be present at the Yumanity Stockholders’ Meeting or (y) it will not have sufficient shares of Yumanity Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Yumanity Stockholders’ Meeting, subject to compliance with all Legal Requirements, Yumanity may postpone or adjourn, or make one or more successive postponements or adjournments of, the Yumanity Stockholders’ Meeting, as long as the date of the Yumanity Stockholders’ Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection with any such postponements or adjournments pursuant to either or both of the preceding clauses (x) and (y); provided that, subject to compliance with all Legal Requirements, Yumanity may postpone or adjourn the Yumanity Stockholders’ Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Yumanity has reasonably determined, after consultation with their outside legal counsel, is reasonably likely to be required under applicable Legal Requirements and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Yumanity prior to the Yumanity Stockholders’ Meeting.

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(b)    Yumanity agrees that, subject to Section 5.3(c): (i) the Yumanity Board of Directors shall recommend that Yumanity’s stockholders vote to approve the Yumanity Stockholder Proposals (the recommendation of the Yumanity Board of Directors that Yumanity’s stockholders vote to approve the Yumanity Stockholder Proposals being referred to as the “Yumanity Board Recommendation”); and (ii) the Yumanity Board Recommendation shall not be withdrawn or modified in a manner adverse to the Company, and no resolution by the Yumanity Board of Directors or any committee thereof to withdraw or modify the Yumanity Board Recommendation in a manner adverse to the Company shall be adopted or proposed.

(c)    Notwithstanding anything to the contrary contained in Section 5.3(b), if at any time prior to the approval of the Yumanity Stockholder Proposals by the Required Yumanity Stockholder Vote, Yumanity receives a bona fide written Acquisition Proposal (which Acquisition Proposal did not arise out of a material breach of Section 4.5) from any Person that has not been withdrawn and, after consultation with outside legal counsel and outside financial advisor(s), the Yumanity Board of Directors shall have determined, in good faith, that such Acquisition Proposal is a Superior Offer, the Yumanity Board of Directors may withhold, amend, withdraw or modify the Yumanity Board Recommendation in a manner adverse to the Company or, if applicable, recommend such Superior Offer (collectively a “Yumanity Board Adverse Recommendation Change”) if, but only if, the Yumanity Board of Directors determines in good faith, based on such matters as it deems relevant following consultation with its outside legal counsel, that the failure to effect a Yumanity Board Adverse Recommendation Change, in light of such Superior Offer, would reasonably be expected to be inconsistent with the fiduciary duties of the Yumanity Board of Directors under applicable Legal Requirements; provided, that, before making a Yumanity Board Adverse Recommendation Change, (i) the Company receives written notice from Yumanity confirming that the Yumanity Board of Directors intends to change its recommendation at least five (5) Business Days in advance of effecting a Yumanity Board Adverse Recommendation Change (the “Yumanity Recommendation Determination Notice”), but such notice shall not be deemed to constitute a Yumanity Board Adverse Recommendation Change; (ii) such notice describes in reasonable detail the material terms and conditions of such Superior Offer, including the identity of the Person making such offer (and attaching the most current and complete version of any written agreement or other documents reflecting the material terms relating thereto); (iii) if requested by the Company, Yumanity shall, during such five (5) Business Day period, negotiate with the Company in good faith to make such adjustments to the terms and conditions of this Agreement so that the Yumanity Board Adverse Recommendation Change is no longer necessary and such Acquisition Proposal no longer constitutes a Superior Offer; and (iv) after considering the results of any such negotiations and giving effect to any new proposals made by the Company, if any, and, after consultation with outside legal counsel and outside financial advisor(s), the Yumanity Board of Directors shall have determined, in good faith, that such Acquisition Proposal continues to be a Superior Offer and that the failure to effect a Yumanity Board Adverse Recommendation Change or terminate this Agreement under Section 9.1(j) below, in light of such Superior Offer, would reasonably be expected to be inconsistent with the fiduciary duties of the Yumanity Board of Directors under applicable Legal Requirements. The requirements and provisions of this Section 5.3(c) shall also apply in the event of any material change to the terms of any such Acquisition Proposal and each such material change shall require a new Yumanity Recommendation Determination Notice, except that the references to five (5) Business Days shall be deemed to be four (4) Business Days.

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(d)     Notwithstanding anything to the contrary contained in Section 5.3(b), at any time prior to the approval of the Yumanity Stockholder Proposals, the Yumanity Board of Directors may, if an event, fact, development, circumstance or occurrence that affects or would be reasonably likely to affect the business, assets or operations of Yumanity that occurs or arises after the date of this Agreement, was neither known nor reasonably foreseeable by the Yumanity Board of Directors as of, or prior to, the date of this Agreement and becomes known by the Yumanity Board of Directors after the date of this Agreement (a “Yumanity Intervening Event”), effect a Yumanity Board Adverse Recommendation Change if it determines in good faith, following consultation with its outside legal counsel, that the failure to effect a Yumanity Board Adverse Recommendation Change in light of such Yumanity Intervening Event would reasonably be expected to be inconsistent with the fiduciary duties of the Yumanity Board of Directors under applicable Legal Requirements; provided, however, that the Yumanity Board of Directors may not effect a Yumanity Board Adverse Recommendation Change due to a Yumanity Intervening Event unless (i) Yumanity shall have provided prior written notice to the Company (the “Yumanity Intervening Event Recommendation Determination Notice”) at least five (5) Business Days in advance of its intention to effect such Yumanity Board Adverse Recommendation Change, (ii) such notice describes in reasonable detail the facts and reasons for such intention, (iii) if requested by the Company, Yumanity shall, during such five (5) Business Day period, negotiate with the Company in good faith to make such adjustments to the terms and conditions of this Agreement so that the Yumanity Board Adverse Recommendation Change in connection with the Yumanity Intervening Event is no longer necessary, and (iv) after considering the results of any such negotiations and giving effect to any new proposals made by the Company, if any, and, after consultation with outside legal counsel, the Yumanity Board of Directors shall have determined, in good faith, that the failure to make the Yumanity Board Adverse Recommendation Change in connection with such Yumanity Intervening Event would reasonably be expected to be inconsistent with the fiduciary duties of the Yumanity Board of Directors under applicable Legal Requirements. The provisions of this Section 5.3(d) shall also apply to any material change to the facts and circumstances relating to any such Yumanity Intervening Event and each such material change shall require a new Yumanity Intervening Event Determination Notice, except that the references to five (5) Business Days shall be deemed to be four (4) Business Days. For further clarity, the Yumanity Board of Directors shall not be permitted to effect a Yumanity Board Adverse Recommendation Change pursuant to this Section 5.3(d) with respect to or in connection with any Acquisition Proposal (which shall be covered by and subject in all respects to Section 5.3(c)).

(e)    Nothing contained in this Agreement shall prohibit Yumanity or its Board of Directors from (i) taking and disclosing to the stockholders of Yumanity a position as contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 under the Exchange Act (other than Rule 14d-9(f) under the Exchange Act), and (ii) making a “stop, look and listen” communication to the stockholders of Yumanity pursuant to Rule 14d-9(f) under the Exchange Act; provided, however, that this Section 5.3(e) shall not be deemed to affect whether any such disclosure, other than such a “stop, look and listen” communication, would otherwise be deemed to be a Yumanity Board Adverse Recommendation Change; provided, further, that any such disclosures permitted pursuant to this Section 5.3(e) (other than a “stop, look

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and listen” communication or similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act) shall be deemed to be a Yumanity Board Adverse Recommendation Change unless the Board of Directors of Yumanity expressly publicly reaffirms the Yumanity Board Recommendation (x) in such communication or (y) within three (3) Business Days after being requested in writing to do so by the Company. For clarity, a factually accurate public statement that describes Yumanity’s receipt of an Acquisition Proposal, that no position has been taken by the Yumanity Board of Directors as to the advisability or desirability of such Acquisition Proposal and the operation of this Agreement with respect thereto will not be deemed a Yumanity Board Adverse Recommendation Change.

5.4    Regulatory Approvals. The Parties shall use reasonable best efforts to consummate the Contemplated Transactions. Without limiting the generality of the foregoing, each Party shall use reasonable best efforts to file or otherwise submit, within five (5) Business Days after the date of this Agreement, all applications, notices, reports and other documents reasonably required to be filed by such Party with or otherwise submitted by such Party to any Governmental Body with respect to the Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. The Company and Yumanity shall respond as promptly as is practicable to respond in compliance with: (a) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for information or documentation; and (b) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or competition matters.

5.5    Options, RSAs, RSUs and Warrants.

(a)    Company Options, RSUs and Warrants.

(i)    At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Equity Incentive Plans, whether or not vested, shall automatically and without any action on the part of the holder thereof, be converted into and become an option to purchase Yumanity Common Stock, and Yumanity shall assume the Equity Incentive Plans and each such Company Option in accordance with the terms of the Equity Incentive Plans and the terms of the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock under Company Options assumed by Yumanity shall thereupon be converted into rights with respect to Yumanity Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Yumanity may be exercised solely for Yumanity Common Stock; (ii) the number of shares of Yumanity Common Stock subject to each Company Option assumed by Yumanity shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of Yumanity Common Stock; (iii) the per share exercise price for the Yumanity Common Stock issuable upon exercise of each Company Option assumed by Yumanity shall be determined by dividing (A) the per share exercise price of the shares of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Yumanity shall continue in full force and effect and

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the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a Company Option, such Company Option assumed by Yumanity in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Yumanity Common Stock subsequent to the Effective Time; and (B) the Yumanity Board of Directors or a committee thereof shall succeed to the authority and responsibility of Company Board of Directors or any committee thereof with respect to each Company Option assumed by Yumanity. Notwithstanding anything to the contrary in this Section 5.5(a)(i), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Yumanity Common Stock shall be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the conversion of a Company Option would not be intended to constitute a “modification” of such Company Option for purposes of Section 409A or Section 424 of the Code.

(ii)    At the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time under the Equity Incentive Plans, whether or not vested, shall automatically and without any action on the part of the holder thereof, be converted into and become a restricted stock unit with respect to Yumanity Common Stock, and Yumanity shall assume the Equity Incentive Plans and each such Company RSU in accordance with the terms of the Equity Incentive Plans and the terms of the restricted stock unit agreement by which such Company RSU is evidenced. All rights with respect to Company Common Stock under Company RSUs assumed by Yumanity shall thereupon be converted into rights with respect to Yumanity Common Stock. Accordingly, from and after the Effective Time: (i) each Company RSU assumed by Yumanity may be settled solely for Yumanity Common Stock; (ii) the number of shares of Yumanity Common Stock subject to each Company RSU assumed by Yumanity shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company RSU, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of Yumanity Common Stock; and (iii) any restriction on the settlement of any Company RSU assumed by Yumanity shall continue in full force and effect and the term, vesting schedule and other provisions of such Company RSU shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a Company RSU, such Company RSU assumed by Yumanity in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Yumanity Common Stock subsequent to the Effective Time; and (B) the Yumanity Board of Directors or a committee thereof shall succeed to the authority and responsibility of Company Board of Directors or any committee thereof with respect to each Company RSU assumed by Yumanity.

(iii)    Yumanity shall file with the SEC, as soon as practicable following the Effective Time (but no later than thirty (30) days after the Effective Time), a registration statement on Form S-8, if available for use by Yumanity, relating to (i) the shares of Yumanity Common Stock issuable with respect to Company Options and Company RSUs assumed by Yumanity in accordance with Sections 5.5(a)(i) and 5.5(a)(ii), and (ii) subject to approval of the 2022 Plan by Yumanity’s stockholders, the issuance of shares of Yumanity Common Stock under the 2022 Plan.

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(iv)    Subject to Section 5.5(a)(v), at the Effective Time, each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time (for the avoidance of doubt, excluding Company Warrants that are deemed to have been automatically exercised pursuant to their terms as a result of the consummation of the Merger), if any, shall be converted into and become a warrant to purchase shares of Yumanity Common Stock and Yumanity shall assume each such Company Warrant in accordance with its terms. All rights with respect to Company Common Stock under Company Warrants assumed by Yumanity shall thereupon be converted into rights with respect to shares of Yumanity Common Stock. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by Yumanity may be exercised solely for shares of Yumanity Common Stock; (ii) the number of shares of Yumanity Common Stock subject to each Company Warrant assumed by Yumanity shall be determined by multiplying (A) the number of shares of Company Common Stock, or the number of shares of Company Common Stock issuable upon exercise of the Company Warrants, that were subject to such Company Warrant immediately prior to the Effective Time by (B) the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of Yumanity Common Stock; (iii) the per share exercise price for the shares of Yumanity Common Stock issuable upon exercise of each Company Warrant assumed by Yumanity shall be determined by dividing the per share exercise price of Company Common Stock subject to such Company Warrant, as in effect immediately prior to the Effective Time, by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on any Company Warrant assumed by Yumanity shall continue in full force and effect and the term and other provisions of such Company Warrant shall otherwise remain unchanged.

(v)    Prior to the Effective Time, the Company shall take all actions that may be necessary (under the Equity Incentive Plans, the Company Warrants and otherwise) to effectuate the provisions of this Section 5.5(a) and to ensure that, from and after the Effective Time, holders of Company Options, Company RSUs and Company Warrants have no rights with respect thereto other than those specifically provided in this Section 5.5(a).

(b)    Yumanity Options, RSUs and RSAs.

(i)    Each outstanding Yumanity RSU and Yumanity RSA shall be accelerated in full effective as of immediately prior to the Effective Time. Effective as of immediately prior to the Effective Time, each outstanding Yumanity RSU and Yumanity RSA shall be accelerated in full and, in exchange therefor, effective as of immediately prior to the Effective Time, each former holder of any such Yumanity RSU and Yumanity RSA shall be entitled to receive or retain and shall be deemed to hold a number of shares of Yumanity Common Stock as is equal to (i) the total number of shares of Yumanity Common Stock subject to such Yumanity RSU or Yumanity RSA, as applicable, less (ii) the number of shares of Yumanity Common Stock that would otherwise be issued to or retained by the holder pursuant to the Yumanity RSU or Yumanity RSA, as applicable, to be withheld by Yumanity in satisfaction of the tax withholding obligations arising as a result of the vesting or settlement of such Yumanity RSU or Yumanity RSA, as applicable, equal to a number of shares of Yumanity Common Stock having a fair market value (which, for this purpose, shall be the closing price per share of Yumanity

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Common Stock immediately prior to the Effective Time) equal to the amount necessary to satisfy the withholding obligation based on the applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes (rounded up to the nearest whole share) unless prior to the Effective Time, the holder has made arrangement satisfactory to Yumanity to satisfy such tax withholding obligation pursuant to another method provided in the applicable Yumanity RSU or Yumanity RSA award agreement, in which case, the full number of shares of Yumanity Common Stock subject to such Yumanity RSU or Yumanity RSA, as applicable, shall be issued to or retained by such holder.

(ii)    Each unexpired and unexercised Yumanity Option, whether vested or unvested, shall be accelerated in full effective as of immediately prior to the Effective Time.

(iii)    Effective as of immediately prior to, but subject to the occurrence of, the Effective Time, each award of In the Money Yumanity Options shall automatically be deemed to be exercised in full by the holder thereof, and in connection with such exercise, each such holder shall be issued and shall be deemed to hold a number of shares of Yumanity Common Stock as is equal to (i) the total number of shares of Yumanity Common Stock subject to such award of In the Money Yumanity Options less (ii) the number of shares of Yumanity Common Stock having a fair market value (which, for this purpose, shall be the closing price per share of Yumanity Common Stock immediately prior to the Effective Time) that does not exceed the aggregate exercise price of such award of In the Money Yumanity Options (with any balance of the aggregate exercise price to be paid in cash by the holder) less (iii) the number of shares of Yumanity Common Stock that would otherwise be issued to the holder pursuant to the award of In the Money Yumanity Options to be withheld by Yumanity in satisfaction of the tax withholding obligations arising as a result of the deemed exercise of such award of In the Money Yumanity Options equal to a number of shares of Yumanity Common Stock having a fair market value (which, for this purpose, shall be the closing price per share of Yumanity Common Stock immediately prior to the Effective Time) equal to the amount necessary to satisfy the withholding obligation based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes (rounded up to the nearest whole share) unless prior to the Effective Time, the holder has made arrangement satisfactory to Yumanity to satisfy such tax withholding obligation pursuant to another method provided in the applicable In the Money Yumanity Option award agreement, in which case, the full number of shares of Yumanity Common Stock subject to such In the Money Yumanity Option shall be issued to such holder.

(iv)    Each Yumanity Option that is not an In the Money Yumanity Option shall be cancelled as of the Effective Time.

(v)    Prior to the Effective Time, the Yumanity Board shall take all actions that may be necessary (under the Yumanity equity incentive plans or otherwise) to effectuate the provisions of this Section 5.5(b) and to ensure that, from and after the Effective Time, holders of Yumanity Options, Yumanity RSUs and Yumanity RSAs have no rights with respect thereto other than those specifically provided in this Section 5.5(b).

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5.6    Indemnification of Officers and Directors.

(a)    From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, each of Yumanity and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of Yumanity or the Company (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director or officer of Yumanity or the Company, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL and the WBCA for directors or officers of Delaware and Washington corporations respectively. Each D&O Indemnified Party will be entitled to advancement of reasonable and documented expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from Yumanity and the Surviving Corporation, jointly and severally, to the same extent as such D&O Indemnified Party is entitled to advancement of expenses as of the date of this Agreement by Yumanity or the Company pursuant to the certificate of incorporation and bylaws of Yumanity and articles of incorporation and bylaws of the Company in effect on the date of this Agreement or any applicable indemnification agreement, upon receipt by Yumanity or the Surviving Corporation from the D&O Indemnified Party of a request therefor; provided, that any person to whom expenses are advanced provides a written undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification.