Intellectual Property or IP means all patents (including any patent disclosures and all related continuation, continuation in part, divisional, reissue, reexamination, utility model, renewals, extensions, certificate of invention and design patents), patent applications and registrations (including any applications for registration), registered and unregistered trademarks, trademark applications, registered and unregistered service marks, service mark applications, tradenames, copyrights, software and computer algorithms, inventions, know-how, trade secrets, confidential information, database rights and rights in data, domain names, mask works, information and proprietary rights and processes, similar or other intellectual property rights and industrial property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, rights under licenses in, to and under any of the foregoing, and the right to make applications for any of the foregoing, extensions and renewals thereof, and all rights of a similar nature, in each case anywhere in the world.
Material Adverse Effect means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of NeoKera or Eliem, as applicable.
NeoKera Limited Liability Company Agreement means that certain Limited Liability Company Agreement, dated as of October 15, 2015, as amended by that certain Amendment to Limited Liability Company Agreement, dated as of March 2, 2016, and by that certain Amendment No. 2 to Limited Liability Company Agreement, dated as of November 1, 2018.
Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
Records means all data, files, documents and records (in whatever media, including electronically stored information) owned or held by NeoKera on the date of this Agreement including, without limitation, all laboratory notebooks, patent prosecution records, materials or correspondence, regulatory filings (together with all draft filings and all data and other information collated or held in connection with any anticipated regulatory filing), records or correspondence, regulatory approvals, manufacturing records, reports or correspondence, and pre-clinical and clinical study results and reports (including any the foregoing held by others on behalf of NeoKera).
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Transaction Agreements means, collectively, this Agreement, the NeoKera Limited Liability Company Agreement as amended by the NeoKera LLC Agreement Amendment, the Eliem Investors Rights Agreement, the Eliem Right of First Refusal and Co-Sale Agreement, and the Eliem Voting Agreement.
Units means, collectively, units of membership interests of NeoKera of any class or series.
3. Representations and Warranties of the NeoKera Members. Each of the NeoKera Members, severally and not jointly, hereby represents and warrants to Eliem as of the date of this Agreement and as of the date of the Closing, as follows:
3.1 Organization, Good Standing, Limited Liability Company Power and Qualification. NeoKera is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to carry on its business as presently conducted and as proposed to be conducted. NeoKera is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.