Insider Trading. Consultant acknowledges that Consultant may receive material, non-public information about [[Agenus:Organization]] and its business in the course of providing the Services, that this information must be maintained in strict confidence, and that the U.S. securities laws restrict trading on the basis of such information or providing such information to third parties who may trade on such information.

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.

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.

The Participant acknowledges that, depending on the Participant’s or the Participant’s broker’s country of residence or where the shares of Common Stock are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock or rights linked to the value of shares of Common Stock during such times the Participant is considered to have “inside information” regarding the Company as defined in the laws or regulations in the Participant’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before the Participant possessed inside information. Furthermore, the Participant could be prohibited from # disclosing the inside information to any third party (other than on a “need to know” basis), and # “tipping” third parties or causing them otherwise to buy or sell securities. Third parties include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any restrictions and is advised to speak to the Participant’s personal advisor on this matter.

Insider Trading. Consultant acknowledges that Consultant will receive material, non-public information about Constellation and its business in the course of providing the Services, that this information must be maintained in strict confidence and that the United States securities laws restrict trading on the basis of such information or providing such information to third parties who may trade on such information.

Insider Trading. The Consultant acknowledges that:

INSIDER TRADING POLICY. Each Participant who receives an Award shall comply with any policy adopted by the Company from time to time covering transactions in the Company’s securities by Employees, officers and/or directors of the Company.

Insider Trading Policy. You understand that in connection with your services you may become aware of material non-public information regarding the Company and agree that you will not trade in the Company’s securities at a time or in a manner that would violate federal or state securities laws. The Company agrees to make a reasonable effort not to disclose to you material nonpublic information unless such information is required for the performance of your advisory services. If you become aware of material nonpublic information regarding the Company through the performance of your advisory services, whether intentionally or unintentionally, you acknowledge that you may be prohibited from trading in Company securities pursuant to federal securities laws.

Insider Trading Policy. "Insider Trading Policy" means the insider trading policy of the Company, as adopted by the Board and then in effect.

Insider-Trading Notification. The Executive should be aware of the insider-trading rules and acknowledges review of the Company’s Insider Trading Policy Statement, which, may affect the sale of shares issued to the Executive upon settlement of the RSUs. In particular, the Executive may be prohibited from effectuating certain transactions involving shares if the Executive has material nonpublic information about the Company. If the Executive is uncertain whether the insider-trading rules are applicable, the Executive should consult with a personal legal advisor.