definiens: means, in the case of each of Immunic and Vital and for all periods, suchactions taken in the ordinary course of its normal operations and consistent with its past practices ; provided, however, that during the Pre - Closing Period, ( a ) the Ordinary Course of Business of each Party shall also include any actionsexpressly required or permitted by this Agreement, including with respect to the Contemplated Transactions, ( b ) theOrdinary Course of Business for Immunic shall also include actions undertaken in connection with preparing tobecome a SEC reporting company listed on the Nasdaq Global Market, and ( c ) the Ordinary Course of Business ofVital shall also include actions required to effect and effecting, in one or more transactions, the sale, divestitureand / or winding down of the Vital Legacy Business or the sale, license or other disposition of any or all of the VitalLegacy Assets ; provided, however, that to the extent such sale, license or other disposition results in ongoing post - Closing obligations to Vital or Immunic, the terms of such sale, license or other disposition shall be reasonablyacceptable to Immunic