During the Non-Solicitation Restricted Period, Executive agrees to not, directly or indirectly, as an equity holder, member, partner, proprietor, director, manager, officer, employee, consultant, investor or in any other capacity, solicit or attempt to solicit, or take any actions that are calculated to persuade or that could reasonably be expected to persuade, any Person who is, or in the twelve (12)-month period immediately preceding the termination of the Term of Employment, has been a customer, client, owner or tenant of any property managed by the Company, vendor, supplier, distributor, licensor, licensee, sales representative, referral source, sales agent, consultant or other material business relation of the Company to cease doing business with, or to alter or limit its business relationship with, the Company.

Non-Transferability. Notwithstanding any other provision herein to the contrary, no ISO granted hereunder (and, if applicable, related Stock Appreciation Right) may be transferred except by will or by the laws of descent and distribution, nor may such ISO (or related Stock Appreciation Right) be exercisable during a grantee’s lifetime other than by him (or his guardian or legal representative to the extent permitted by applicable law).

Non-Competition. Abmuno shall not, and shall ensure that its Affiliates (if any) shall not, initiate, or be involved in, any new anti-TIGIT discovery, Development or Commercialization project for a period of ​ years following the Effective Date. In addition, Abmuno shall cause each of ​, and shall use Commercially Reasonable Efforts to cause JN Biosciences, ​ to enter into an agreement with Arcus in such form as has been approved by Arcus, either concurrently with or prior to the Parties’ execution of this Agreement, under which, in accordance with the terms of such agreements, ​.

Non-Payment. Any Borrower Party or any other Loan Party fails to pay # when and as required to be paid herein, any amount of principal of any Loan at maturity, or # within five (5) Business Days after the same becomes due, any interest on any Loan or any fee due hereunder, or # within ten (10) Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

Non-Disparagement. Except as may be compelled by law or as authorized in writing by the Company, during and at all times after Employee’s employment with the Company, Employee shall not make any oral or written defamatory or recklessly malicious statements, or take any actions, which could disparage or denigrate the Company or its current or former officers, directors, employees, products or services.

Non-circumvention. The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Certificate or Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.

Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.

Non-Compete. The Director agrees that during the Directorship Term and for a period of Three # years thereafter, he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise; engage in the business of developing, marketing, selling or supporting technology to or for businesses in which the Company engages in or in which the Company has an actual intention, as evidenced by the Company's written business plans, to engage in, within any geographic area in which the Company is then conducting such business. Nothing in this Section 6 shall prohibit the Director from being # a stockholder in a mutual fund or a diversified investment company or # a passive owner of not more than three percent of the outstanding stock of any class of securities of a corporation, which are publicly traded, so long as the Director has no active participation in the business of such corporation.

Non-Solicitation. During your employment with the Company and for a period of one (1) year thereafter, you will not directly or indirectly solicit away employees or consultants of the Company for your own benefit or for the benefit of any other person or entity.

Non-Solicitation. In consideration of the Award made to Participant under this Agreement, starting on the Grant Date and ending on the date that is exactly twelve (12) months after Participant's “Separation Date” (defined below), Participant shall not directly or indirectly recruit or solicit for hire, or hire, or assist in any manner in the recruitment, solicitation for hire or hiring, of any employee or officer of the Company or any of its Subsidiaries or Affiliates in each case involving employment by any individual, business or entity other than the Company or one of its Subsidiaries or Affiliates, or in any way induce any such employee or officer to terminate his or her employment with the Company or any of its Subsidiaries or Affiliates. For purposes of this Paragraph, "Separation Date" means the date on which Participant's employment with the Company or one of its Subsidiaries or Affiliates terminates for any reason. A violation of this Paragraph 12 by Participant shall constitute a “material violation” of an “agreement between the Participant and the Company” within the meaning of clause (iii) of the definition of Disqualifying Activity. The provisions of this Paragraph 12 shall be in addition to, and shall not supersede or replace, the provisions of any employment or other agreement between Participant and the Company or any of its Subsidiaries or Affiliates that contains similar or additional restrictions on Participant.