Restrictions on Access, Use and Disclosure. I understand and agree that I must safeguard and maintain the confidentiality, integrity and availability of all Confidential Information at all times. I will not, during or at any time after the cessation of my Engagement with the Company for whatever reason, use the Company's trade secrets to interfere with the relationship between the Company and a customer. I agree that it shall be considered a prohibited act of interference for me to use the Company's trade secrets to participate in soliciting, encouraging, or inducing a customer # to obtain a Competing Product or Service elsewhere, or # to stop or reduce doing business with the Company, except where such conduct is expressly authorized in writing by an authorized officer of the Company. The parties stipulate that this restriction is inherently limited to a reasonable geography or geographic substitute because it is limited to the place or location where the customer is located at the time.

Disclosure and Use Restrictions. You agree and covenant: # to treat all Confidential Information as strictly confidential; # not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of Your authorized employment duties to the Company or with the prior consent of the Chief Executive Officer acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and # not to access or use any Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential Information, or remove any such documents,

Licensor hosts the System on its provided hardware. Licensee will be granted access to use of the software via the Internet and have the ability to modify certain Licensor designated areas of Software.

The Purchaser has had access to the Exchange Act Reports and the Exhibits thereto and has reviewed the Disclosure Letter and has had the opportunity to ask questions of, and receive answer from, officers of the Company concerning the terms and conditions of the offering of the Shares and to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary in Purchaser’s sole judgment for Purchaser to verify the accuracy of the information provided by the Company in the Exchange Act Reports, in this Agreement, in the Disclosure Letter and otherwise. The Purchaser has conducted such diligence about the Shares, the Company and its Subsidiaries as the Purchaser believes in connection with its investment.

Licensed Software Access Restrictions. Data may be fed into the Licensed Software from any source, but only the ​ Application may extract data from the Licensed Software. In addition, the Customer may not have the ability to write raw q code (i.e. the q console may not be exposed to the Customer). The customer may not load unsigned code from the file system and may not pass manually constructed raw code via IPC to the Licensed Software.

Permitted Disclosure and Use. The Receiving Party shall have the right to disclose Confidential Information if, # in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is required by any Applicable Laws (including the rules of any stock exchange); provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party and the Receiving Party uses Commercially Reasonable Efforts to seek confidential treatment of such Confidential Information; or # a court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or other confidential treatment. The Receiving Party will cooperate reasonably with any such efforts by the Disclosing Party. Furthermore, notwithstanding any other provision of this Agreement, Arcus may disclose Confidential Information # as necessary in connection with any financing, merger, sublicensing or similar transaction, subject to enforceable obligations of confidentiality and non-use at least as restrictive as those set forth herein, or as necessary to obtain legal or financial advice from its attorneys, accountants and legal or financial advisors and # as necessary in connection with prosecuting or defending litigation, Regulatory Approvals, Pricing Approvals and other regulatory filings and communications, and filing, prosecuting and enforcing Patents in connection with Arcus’s rights and obligations pursuant to this Agreement, in each case under this [clause (b)], subject to reasonable efforts to limit public disclosure, including the seeking of protective orders. The Parties shall also be permitted to make disclosures consistent with, and pursuant to, [Sections 11.1 and 11.2]2].

Authorized Disclosure and Use. A Recipient may use and disclose the other Party’s Confidential Information as follows: # under appropriate confidentiality provisions substantially equivalent to those in this Agreement, solely as reasonably required in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement, # to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright, or trademark applications in accordance with this Agreement, prosecuting or defending litigation, complying with Applicable Laws (including, without limitation, any securities regulations applicable to a Party), obtaining Regulatory Approval, or developing or commercializing a Primary Royalty Product or any product incorporating any VDCs or Derivatives thereof (in the case of Primary) or Legacy Royalty Product or any product incorporating any CDCs or Derivatives thereof (in the case of Legacy), provided, however, that if Recipient is required by Applicable Laws to make any such disclosure of the other Party’s Confidential Information it will, except where reasonably impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use Commercially Reasonable Efforts to secure confidential treatment of such Confidential Information required to be disclosed and, to the extent confidential treatment cannot be secured using Commercially Reasonable Efforts, provide the other Party a reasonable opportunity to review and comment on the proposed disclosure, # in communication with existing and potential investors, consultants, advisors (including financial advisors, lawyers and accountants), lenders, acquirers, acquisition or merger targets, licensees, licensors, and other strategic partners on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, provided that, in any such disclosure, Primary shall not disclose to any Third Party materially and substantially engaged in the development and commercialization of products in the Legacy Field as a substantial portion of its business the identity of any Advanced CDC or Licensed VDC that is the subject of material ongoing development or commercialization efforts by any Legacy Licensee, Protected Ag Partner Scaffold Information, or Protected Ag Partner Development Process without Legacy’s prior written consent, or # to the extent mutually agreed to in writing by the Parties.

Access. All curb cuts and driveway permits shown on the Plans and Specifications or otherwise necessary for access to the Property are existing or have been fully approved by the appropriate Governmental Authority.

Access. In no event shall Contractor be given access to the Premises for purposes of constructing the Tenant Improvements until Tenant has delivered to Landlord the insurance certificates required pursuant to Paragraph 5.b.iv. above.

Access. Such Sangre Member acknowledges that such Member has been afforded access to all material information which such Sangre Member has requested relevant to such Sangre Member’s decision to acquire the ​ Shares of ​ Common Stock and to ask questions of ​’s management and that, except as set forth herein, neither ​ nor anyone acting on behalf of ​ has made any representations or warranties to such Sangre Member which have induced or persuaded such Sangre Member to acquire such ​ Shares of ​ Common Stock.