Insider Trading. Consultant hereby acknowledges that Confidential Information disclosed by Company under this Agreement or obtained by Consultant in the course of performing duties hereunder may constitute material, non-public information with respect to Company under applicable securities laws. Consultant agrees to abide by all applicable securities laws with respect to such Confidential Information and, without limiting the generality of the foregoing or any other provision of this Agreement, agrees NOT to: # purchase or sell, directly or indirectly, any Company securities while in possession of relevant material, nonpublic

Insider Trading. Consultant hereby acknowledges that Confidential Information disclosed by Company under this Agreement or obtained by Consultant in the course of performing duties hereunder may constitute material, non-public information with respect to Company under applicable securities laws. Consultant agrees to abide by all applicable securities laws with respect to such Confidential Information and, without limiting the generality of the foregoing or any other provision of this Agreement, agrees NOT to: # purchase or sell, directly or indirectly, any Company securities while in possession of relevant material, nonpublic information relating to Company received from the Company or others in connection herewith; or

Insider Trading. Consultant acknowledges that Consultant is aware that the securities laws of the United States and certain other jurisdictions prohibit any individual, corporation, partnership, company, association, group or other entity (each, a “Person”) who has material, non-public information concerning the Company from purchasing, selling or otherwise transacting in the securities of the Company or from communicating such information or making a recommendation to purchase, sell or otherwise transact in the securities of the Company to any other Person. Without limiting the generality of other provisions of this Agreement, Consultant agrees not to take, and will prevent Consultant’s affiliates, employees, agents and representatives from taking, any action that would violate applicable “insider trading” or other laws. Consultant agrees that, at any time during which Consultant is an employee of or consultant to the Company (and continuing thereafter for so long as Consultant possesses or has access to material, non-public information concerning the Company), Consultant will abide by all applicable laws and the Company’s written and lawful policies and procedures in effect from time to time regarding transactions involving the Company’s securities and compliance with securities laws, including without limitation the Company’s Insider Trading Policy. Consultant acknowledges that Consultant has had the opportunity to read the Company’s current Insider Trading Policy, a copy of which has been made available to Consultant. Consultant’s obligations under this Section shall survive any termination or expiration of this Agreement. These obligations are in addition to any obligations or trading restrictions Consultant may already be subject to as a result of Consultant’s former employment with the Company.

communicate any material, nonpublic information relating to Company to any other person in which it is reasonably foreseeable that such per son is likely to # purchase or sell Company securities, or # otherwise directly or indirectly benefit from such information. Without limiting any of the confidentiality and insider trading obligations included in this Agreement, Consultant shall not discuss any information concerning Company obtained by Consultant in the course of performing the Services with any financial, securities or industry analyst or with the media without the written agreement of Company.

information relating to Company received from the Company or others in connection herewith; or # communicate any material, nonpublic information relating to Company to any other person in which it is reasonably foreseeable that such person is likely to # purchase or sell Company securities, or # otherwise directly or indirectly benefit from such information. Without limiting any of the confidentiality and insider trading obligations included in this Agreement, Consultant shall not discuss any information concerning Company obtained by Consultant in the course of performing the Services with any financial, securities or industry analyst or with the media without the written agreement of Company.

Consultant acknowledges that the Company’s shares are publicly traded, and Consultant will be subject to the United States securities laws regulating insider trading. Consultant will not trade any Company securities when the Consultant is in possession of material non-public information concerning the Company or its technologies. Consultant agrees to be bound by all of the Company’s policies with respect to trading on non-public information, as they are implemented and amended from time to time; including, without limitation, any prohibition of trading contained therein.

Insider Trading. Consultant represents Consultant has read the Amended and Restated Statement of Company Policy Regarding Insider Trading, attached hereto as Exhibit B (the “Insider Trading Policy”) and shall abide by such Insider Trading Policy. Contemporaneously with the execution of this Agreement, Consultant shall deliver to the Company an executed copy of the “certification” contained therein. In connection with this Agreement, material non-public information about Company may be disclosed by Company to Consultant. Consultant acknowledges that relevant securities laws prohibit any person having material non-public information about a publicly listed company from purchasing or selling securities of that company while in possession of material non-public information and from tipping or providing others who trade in the securities of that company. If any non-public information about Company is disclosed to Consultant by Company, Consultant expressly warrants not to trade, or to disclose to any others who trade, or buy or sell any security of Company, directly or indirectly through intermediaries, until such material information becomes public through disclosure by Company, or until receiving written notification from Company releasing Consultant from its obligations under this Agreement. The provisions of this [Section 2(f)] shall survive termination of this Agreement.

Insider Trading. You also are aware that Confidential Information may contain undisclosed material information about the Company that could affect the market value of our Common Stock as a publicly-traded company on the New York Stock Exchange. Therefore, Consultant acknowledges that he is subject to the laws, rules and regulations relating to insider trading under applicable securities laws.

Consultant acknowledges and agrees that Consultant has a fiduciary duty and obligation to maintain the confidentiality of any confidential information of the Company disclosed to Consultant or learned by Consultant as a director of the Company or otherwise. Consultant acknowledges that Consultant may not trade in the Company’s common stock while Consultant is in possession of material non-public information or while Consultant is subject to any blackouts contained in the Company’s insider trading policy. Consultant agrees to use Company Confidential Information (as defined herein) solely to perform Consultant’s obligations under this Agreement and agrees to retain in confidence and to refrain from disclosing and/or using Company Confidential Information for Consultant’s personal benefit or the benefit of any third party. The term “Company Confidential Information” shall include without limitation # any and all information, formulae, methods, techniques, processes, know-how and data, technical or non-technical, whether written, graphic, computer-generated or orally furnished to Consultant by Company or indirectly learned by Consultant as a result of Consultant’s Services under this Agreement or obtained by Consultant while visiting Company’s facilities, # information which has been received by or disclosed to Consultant or Consultant’s Agents, either in oral or written or other tangible form including, without limitation, Company’s business plans and/or compound or product information, and any physical substances or equipment provided to Consultant by Company, # Intellectual Property (defined herein) and # copies and derivations of and improvements on any of the foregoing. Company Confidential Information is and shall be solely owned by Company. Consultant also agrees to safeguard and keep confidential, the confidential and proprietary information of Company’s actual or potential investors, licensees, customers, vendors, suppliers, consultants and others with whom Company does or may do business, to the same extent as if it were Company Confidential Information.