Common use of Conflicting Obligations Clause in Contracts

Conflicting Obligations. Advisor hereby represents, warrants and certifies that Advisor has no outstanding agreement, commitment or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Advisor from complying with the provisions hereof, and further represents, warrants and certifies that Advisor will not enter into any such conflicting agreement, commitment or obligation during the term of this Agreement. Subject to written waivers that may be provided by Stoke upon request, which shall not be unreasonably withheld, Advisor agrees that, during the term of this Agreement, Advisor will not directly or indirectly (i) provide any services in the Field of Interest (as defined in Exhibit A) to any business or commercial entity, (ii) provide any services for any third party that is competitive with Stoke, and shall list in Exhibit B hereto any other companies for whom Advisor is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with Stoke. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. Advisor shall not use the funding, resources or facilities of any other third party, without the prior written consent of Stoke, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. Without limiting the foregoing, Advisor agrees to (A) segregate Advisor’s Services performed under this Agreement from Advisor’s work done for Organization, Outside Companies, or any other third party so as to minimize any questions of disclosure of, or rights under, any inventions, (B) notify the CEO of Stoke if at any time Advisor believes that such questions may result from Advisor’s performance under this Agreement and (C) assist Stoke in fairly resolving any questions in this regard which may arise. Notwithstanding anything to the contrary in this Agreement, Stoke and Advisor acknowledge that Advisor is an employee of Organization and subject to Organization’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. To ensure compliance with these policies, this Agreement incorporates the terms of Organization’s Uniform Consulting Agreement Provisions, which are attached hereto as Exhibit D. Stoke and Advisor agree that if anything in this Agreement is inconsistent with the Organization’s Uniform Consulting Agreement Provisions, the Organization’s Uniform Consulting Agreement Provisions will govern and Advisor’s compliance therewith shall not be deemed to be a breach of this Agreement. Without limiting the foregoing, Advisor shall use reasonable efforts to notify Stoke of any such conflict or any material changes to the policies of Organization.

Conflicting Obligations. Advisor Consultant hereby represents, warrants and certifies that Advisor Consultant has no outstanding agreement, commitment agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Advisor Consultant from complying with the provisions hereof, and further represents, warrants and certifies that Advisor Consultant will not enter into any such conflicting agreement, commitment or obligation agreement during the term of this Agreement. Subject to written waivers that may be provided by Stoke the Company upon request, which shall not be unreasonably withheld, Advisor Consultant agrees that, during the term of this Agreement, Advisor Consultant will not directly or indirectly (i) provide any services in the Field of Interest (as defined in on Exhibit AA hereto) to any other business or commercial entity, (ii) provide any services for any third party company that is competitive with Stoke, the Company and shall list in on Exhibit B hereto any other companies for whom Advisor Consultant is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with Stokethe Company. Without limiting the foregoing, Consultant agrees to use his or her best efforts (A) to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for the Outside so as to minimize any questions of disclosure of, or rights under, any Inventions, (B) to notify the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (C) to assist the Company in fairly resolving any questions in this regard which may arise. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. Advisor The Consultant shall not use the funding, resources or and facilities of any other third party, without the prior written consent of Stokethe Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. Without limiting the foregoing, Advisor agrees to (A) segregate Advisor’s Services performed under this Agreement from Advisor’s work done for Organization, Outside Companies, or any other third party so as to minimize any questions of disclosure of, or rights under, any inventions, (B) notify the CEO of Stoke if at any time Advisor believes that such questions may result from Advisor’s performance under this Agreement and (C) assist Stoke in fairly resolving any questions in this regard which may arise. Notwithstanding anything to the contrary in this Agreement, Stoke and Advisor acknowledge that Advisor is an employee of Organization and subject to Organization’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. To ensure compliance with these policies, this Agreement incorporates the terms of Organization’s Uniform Consulting Agreement Provisions, which are attached hereto as Exhibit D. Stoke and Advisor agree that if anything in this Agreement is inconsistent with the Organization’s Uniform Consulting Agreement Provisions, the Organization’s Uniform Consulting Agreement Provisions will govern and Advisor’s compliance therewith shall not be deemed to be a breach of this Agreement. Without limiting the foregoing, Advisor shall use reasonable efforts to notify Stoke of any such conflict or any material changes to the policies of Organization.

Conflicting Obligations. Advisor Consultant hereby represents, warrants and certifies that Advisor he or she has no outstanding agreement, commitment agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Advisor Consultant from complying with the provisions hereof, and further represents, warrants and certifies that Advisor Consultant will not enter into any such conflicting agreement, commitment or obligation agreement during the term of this Agreement. Subject to written waivers that may be provided by Stoke the Company upon request, which shall not be unreasonably withheld, Advisor Consultant agrees that, during the term of this Agreement, Advisor Consultant will not directly or indirectly (i) provide any services in the Field of Interest (as defined in Exhibit A) to any business or commercial entity, (ii) provide any services for any third party company that is competitive with Stoke, the Company (defined as actively engaged in the development of new therapeutic agents employing the same technology or having the same mechanism of action) and shall list in Exhibit B hereto any other companies for whom Advisor Consultant is providing services (“Outside Companies”), or (iiiii) participate in the formation of any business or commercial entity in the Field of Interest or otherwise that is competitive with Stokethe Company. During the term of this Agreement, Consultant shall notify the Company of any party not listed on Exhibit B with whom Consultant commences an employment or consulting relationship. Without limiting the foregoing, Consultant agrees to use his or her best efforts (a) to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for outside companies so as to minimize any questions of disclosure of, or rights under, any inventions, (b) to notify the Chief Executive Officer of the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (c) to assist the Company in fairly resolving any questions in this regard which may arise. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. Advisor The Consultant shall not use the funding, resources or and facilities of any other third party, without the prior written consent of Stokethe Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. Without limiting the foregoing, Advisor agrees to (A) segregate Advisor’s Services performed under this Agreement from Advisor’s work done for Organization, Outside Companies, or any other third party so as to minimize any questions of disclosure of, or rights under, any inventions, (B) notify the CEO of Stoke if at any time Advisor believes that such questions may result from Advisor’s performance under this Agreement and (C) assist Stoke in fairly resolving any questions in this regard which may arise. Notwithstanding anything to the contrary in this Agreement, Stoke and Advisor acknowledge that Advisor is an employee of Organization and subject to Organization’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. To ensure compliance with these policies, this Agreement incorporates the terms of Organization’s Uniform Consulting Agreement Provisions, which are attached hereto as Exhibit D. Stoke and Advisor agree that if anything in this Agreement is inconsistent with the Organization’s Uniform Consulting Agreement Provisions, the Organization’s Uniform Consulting Agreement Provisions will govern and Advisor’s compliance therewith shall not be deemed to be a breach of this Agreement. Without limiting the foregoing, Advisor shall use reasonable efforts to notify Stoke of any such conflict or any material changes to the policies of Organization.

Conflicting Obligations. Advisor Consultant hereby represents, warrants and certifies that Advisor Consultant has no outstanding agreement, commitment agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Advisor Consultant from complying with the provisions hereof, and further represents, warrants and certifies that Advisor Consultant will not enter into any such conflicting agreement, commitment or obligation agreement during the term of this Agreement. Subject to written waivers that may be provided by Stoke the Company upon request, which shall not be unreasonably withheld, Advisor Consultant agrees that, during the term of this Agreement, Advisor Consultant will not directly or indirectly (i) provide any services in targeting TRK A, TRK B, TRK C, RET or FGFR programs or provide services for [*], [*],[*] or [*] (the “Field of Interest (as defined in Exhibit A) to Interest”)to any other business or commercial entity, (ii) provide any services for any third party company that is competitive with Stoke, are in the same Field of Interest as the Company and shall list in on Exhibit B hereto any other companies for whom Advisor Consultant is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity with the same targets as the Company. Without limiting the foregoing, Consultant agrees to use his or her best efforts (A) to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for the Outside so as to minimize any questions of disclosure of, or rights under, any inventions, (B) to notify the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (C) to assist the Company in the Field of Interest or otherwise competitive with Stokefairly resolving any questions in this regard which may arise. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. Advisor The Consultant shall not use the funding, resources or and facilities of any other third party, without the prior written consent of Stokethe Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. Without limiting the foregoing, Advisor agrees to (A) segregate Advisor’s Services performed under this Agreement from Advisor’s work done for Organization, Outside Companies, or any other third party so as to minimize any questions of disclosure of, or rights under, any inventions, (B) notify the CEO of Stoke if at any time Advisor believes that such questions may result from Advisor’s performance under this Agreement and (C) assist Stoke in fairly resolving any questions in this regard which may arise. Notwithstanding anything to the contrary in this Agreement, Stoke and Advisor acknowledge that Advisor is an employee of Organization and subject to Organization’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. To ensure compliance with these policies, this Agreement incorporates the terms of Organization’s Uniform Consulting Agreement Provisions, which are attached hereto as Exhibit D. Stoke and Advisor agree that if anything in this Agreement is inconsistent with the Organization’s Uniform Consulting Agreement Provisions, the Organization’s Uniform Consulting Agreement Provisions will govern and Advisor’s compliance therewith shall not be deemed to be a breach of this Agreement. Without limiting the foregoing, Advisor shall use reasonable efforts to notify Stoke of any such conflict or any material changes to the policies of Organization.

Conflicting Obligations. Advisor Consultant hereby represents, warrants and certifies that Advisor he or she has no outstanding agreement, commitment agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Advisor Consultant from complying with the provisions hereof, and further represents, warrants and certifies that Advisor Consultant will not enter into any such conflicting agreement, commitment or obligation agreement during the term of this Agreement. Subject to written waivers that may be provided by Stoke the Company upon request, which shall not be unreasonably withheld, Advisor Consultant agrees that, during the term of this Agreement, Advisor Consultant will not directly or indirectly (i) provide any services in the Field of Interest (as defined in Exhibit A) to any other business or commercial entity, (ii) provide any services for any third party company that is competitive with Stoke, the Company and shall list in Exhibit B hereto any other companies for whom Advisor Consultant is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with Stokethe Company. The “Field of Interest” means the research, development, manufacturing or commercialization of human Factor VIIa or Factor IX products, or varients thereof, or of complement-related products or product candidates that would compete with products or product candidates that the Company has in development as of the date of the Effective Date. Without limiting the foregoing, Consultant agrees to use his or her best efforts (A) to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for the Outside Companies so as to minimize any questions of disclosure of, or rights under, any inventions, (B) to notify the CEO of the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (C) to assist the Company in fairly resolving any questions in this regard which may arise. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. Advisor The Consultant shall not use the funding, resources or and facilities of any other third party, without the prior written consent of Stokethe Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. Without limiting the foregoing, Advisor agrees to (A) segregate Advisor’s Services performed under this Agreement from Advisor’s work done for Organization, Outside Companies, or any other third party so as to minimize any questions of disclosure of, or rights under, any inventions, (B) notify the CEO of Stoke if at any time Advisor believes that such questions may result from Advisor’s performance under this Agreement and (C) assist Stoke in fairly resolving any questions in this regard which may arise. Notwithstanding anything to the contrary in this Agreement, Stoke and Advisor acknowledge that Advisor is an employee of Organization and subject to Organization’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. To ensure compliance with these policies, this Agreement incorporates the terms of Organization’s Uniform Consulting Agreement Provisions, which are attached hereto as Exhibit D. Stoke and Advisor agree that if anything in this Agreement is inconsistent with the Organization’s Uniform Consulting Agreement Provisions, the Organization’s Uniform Consulting Agreement Provisions will govern and Advisor’s compliance therewith shall not be deemed to be a breach of this Agreement. Without limiting the foregoing, Advisor shall use reasonable efforts to notify Stoke of any such conflict or any material changes to the policies of Organization.

Conflicting Obligations. Advisor Consultant hereby represents, warrants and certifies that Advisor he/she has no outstanding agreement, commitment agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Advisor Consultant from complying with the provisions hereof, and further represents, warrants and certifies that Advisor will Consultant shall not enter into any such conflicting agreement, commitment or obligation agreement during the term of this Agreement. Subject to written waivers that may be provided by Stoke the Company upon request, which shall not be unreasonably withheld, Advisor Consultant agrees that, during the term of this Agreement, Advisor will Consultant shall not directly or indirectly (i) provide any services in the Field of Interest (as defined in Exhibit Aany Addenda) to any other business or commercial entity, (ii) provide any services for any third party company that is competitive with Stoke, the Company and shall provide a list in Exhibit B hereto any of other companies for whom Advisor Consultant is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with Stokethe Company. Consultant hereby agrees to update the list and any Addendum relative to subsection (ii) above as applicable. Without limiting the foregoing, Consultant agrees to use his or her best efforts (A) to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for the Outside Companies so as to minimize any questions of disclosure of, or rights under, any inventions, (B) to notify the President of the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (C) to assist the Company in fairly resolving any questions in this regard which may arise. The Services performed hereunder will shall not be conducted on time that is required to be devoted to any other third party. Advisor The Consultant shall not use the funding, resources or and facilities of any other third party, without the prior written consent of Stokesuch third party and the Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the Services or the product of such Services. Without limiting the foregoing, Advisor agrees to (A) segregate Advisor’s Services performed under this Agreement from Advisor’s work done for Organization, Outside Companies, or any other third party so as to minimize any questions of disclosure of, or rights under, any inventions, (B) notify the CEO of Stoke if at any time Advisor believes that such questions may result from Advisor’s performance under this Agreement and (C) assist Stoke in fairly resolving any questions in this regard which may arise. Notwithstanding anything to the contrary in this Agreement, Stoke and Advisor acknowledge that Advisor is an employee of Organization and subject to Organization’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. To ensure compliance with these policies, this Agreement incorporates the terms of Organization’s Uniform Consulting Agreement Provisions, which are attached hereto as Exhibit D. Stoke and Advisor agree that if anything in this Agreement is inconsistent with the Organization’s Uniform Consulting Agreement Provisions, the Organization’s Uniform Consulting Agreement Provisions will govern and Advisor’s compliance therewith shall not be deemed to be a breach of this Agreement. Without limiting the foregoing, Advisor shall use reasonable efforts to notify Stoke of any such conflict or any material changes to the policies of Organization.

Conflicting Obligations. Advisor Consultant hereby represents, warrants and certifies that Advisor he or she has no outstanding agreement, commitment agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Advisor Consultant from complying with the provisions hereof, and further represents, warrants and certifies that Advisor Consultant will not enter into any such conflicting agreement, commitment or obligation agreement during the term of this Agreement. Subject to written waivers that may be provided by Stoke the Company upon request, which shall not be unreasonably withheld, Advisor Consultant agrees that, during the term of this Agreement, Advisor Consultant will not directly or indirectly (i) provide any services in the Field of Interest (as defined in Exhibit A) to any other business or commercial entity, (ii) provide any services for any third party company that is competitive with Stoke, the Company and shall list in Exhibit B hereto any other companies for whom Advisor Consultant is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with Stokethe Company. The “Field of Interest” means the research, development, manufacturing or commercialization of human Factor VIIa or Factor IX products, or variants thereof, or of complement-related products or product candidates that would compete with products or product candidates that the Company has in development as of the date of the Effective Date. Without limiting the foregoing, Consultant agrees to use his or her best efforts (A) to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for the Outside Companies so as to minimize any questions of disclosure of, or rights under, any inventions, (B) to notify the CEO of the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (C) to assist the Company in fairly resolving any questions in this regard which may arise. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. Advisor The Consultant shall not use the funding, resources or and facilities of any other third party, without the prior written consent of Stokethe Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. Without limiting the foregoing, Advisor agrees to (A) segregate Advisor’s Services performed under this Agreement from Advisor’s work done for Organization, Outside Companies, or any other third party so as to minimize any questions of disclosure of, or rights under, any inventions, (B) notify the CEO of Stoke if at any time Advisor believes that such questions may result from Advisor’s performance under this Agreement and (C) assist Stoke in fairly resolving any questions in this regard which may arise. Notwithstanding anything to the contrary in this Agreement, Stoke and Advisor acknowledge that Advisor is an employee of Organization and subject to Organization’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. To ensure compliance with these policies, this Agreement incorporates the terms of Organization’s Uniform Consulting Agreement Provisions, which are attached hereto as Exhibit D. Stoke and Advisor agree that if anything in this Agreement is inconsistent with the Organization’s Uniform Consulting Agreement Provisions, the Organization’s Uniform Consulting Agreement Provisions will govern and Advisor’s compliance therewith shall not be deemed to be a breach of this Agreement. Without limiting the foregoing, Advisor shall use reasonable efforts to notify Stoke of any such conflict or any material changes to the policies of Organization.

Conflicting Obligations. Advisor Consultant hereby represents, warrants and certifies that Advisor Consultant has no outstanding agreement, commitment agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Advisor Consultant from complying with the provisions hereof, and further represents, warrants and certifies that Advisor Consultant will not enter into any such conflicting agreement, commitment or obligation agreement during the term of this Agreement. Subject to written waivers that may be provided by Stoke the Company upon request, which shall not be unreasonably withheld, Advisor Consultant agrees that, during the term of this Agreement, Advisor Consultant will not directly or indirectly (i) provide any services in targeting TRK A, TRK B, TRK C, RET or FGFR programs or provide services for [*], [*],[*] or [*] (the “Field of Interest (as defined in Exhibit A) to Interest”)to any other business or commercial entity, (ii) provide any services for any third party company that is competitive with Stoke, are in the same Field of Interest as the Company and shall list in on Exhibit B hereto any other companies for whom Advisor Consultant is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity with the same targets as the Company. Without limiting the foregoing, Consultant agrees to use his or her best efforts (A) to segregate Consultant’s Services performed under this Agreement from Consultant’s work done for the Outside so as to minimize any questions of disclosure of, or rights under, any inventions, (B) to notify the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (C) to assist the Company in the Field of Interest or otherwise competitive with Stokefairly resolving any questions in this regard which may arise. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. Advisor The Consultant shall not use the funding, resources or and facilities of any other third party, without the prior written consent of Stokethe Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. Without limiting the foregoing, Advisor agrees to (A) segregate Advisor’s Services performed under this Agreement from Advisor’s work done for Organization, Outside Companies, or any other third party so as to minimize any questions of disclosure of, or rights under, any inventions, (B) notify the CEO of Stoke if at any time Advisor believes that such questions may result from Advisor’s performance under this Agreement and (C) assist Stoke in fairly resolving any questions [*] Certain information in this regard which may arisedocument has been omitted and filed separately with the Securities and Exchange Commission. Notwithstanding anything Confidential treatment has been requested with respect to the contrary in this Agreement, Stoke and Advisor acknowledge that Advisor is an employee of Organization and subject to Organization’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. To ensure compliance with these policies, this Agreement incorporates the terms of Organization’s Uniform Consulting Agreement Provisions, which are attached hereto as Exhibit D. Stoke and Advisor agree that if anything in this Agreement is inconsistent with the Organization’s Uniform Consulting Agreement Provisions, the Organization’s Uniform Consulting Agreement Provisions will govern and Advisor’s compliance therewith shall not be deemed to be a breach of this Agreement. Without limiting the foregoing, Advisor shall use reasonable efforts to notify Stoke of any such conflict or any material changes to the policies of Organizationomitted portions.

Conflicting Obligations. Advisor Consultant hereby represents, warrants and certifies that Advisor Consultant has no outstanding agreement, commitment or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Advisor Consultant from complying with the provisions hereof, and further represents, warrants and certifies that Advisor Consultant will not enter into any such conflicting agreement, commitment or obligation agreement during the term of this Agreement. Subject to written waivers that may be provided by Stoke Company upon request, which shall not be unreasonably withheld, Advisor Consultant agrees that, during the term of this Agreement, Advisor Consultant will not directly or indirectly (i) provide any services in the Field of Interest (as defined in on Exhibit A) to any other business or commercial entity, (ii) provide any services for any third party business or commercial entity that is competitive with Stoke, Company and shall list in on Exhibit B hereto C any other companies for whom Advisor Consultant is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with StokeCompany. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. Advisor Consultant shall not use the funding, resources or and facilities of any other third party, without the prior written consent of StokeCompany, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third party rights or access to the product of such Services. Without limiting the foregoing, Advisor Consultant agrees to use his or her best efforts (A) to segregate AdvisorConsultant’s Services performed under this Agreement from AdvisorConsultant’s work done for Organization, the Outside Companies, or Companies and any other third party so as to minimize any questions of disclosure of, or rights under, any inventions, (B) to notify the CEO of Stoke Company if at any time Advisor Consultant believes that such questions may result from Advisor’s his or her performance under this Agreement and (C) to assist Stoke Company in fairly resolving any questions in this regard which may arise. Notwithstanding anything to the contrary in this Agreement, Stoke and Advisor acknowledge that Advisor is an employee of Organization and subject to Organization’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. To ensure compliance with these policies, this Agreement incorporates the terms of Organization’s Uniform Consulting Agreement Provisions, which are attached hereto as Exhibit D. Stoke and Advisor agree that if anything in this Agreement is inconsistent with the Organization’s Uniform Consulting Agreement Provisions, the Organization’s Uniform Consulting Agreement Provisions will govern and Advisor’s compliance therewith shall not be deemed to be a breach of this Agreement. Without limiting the foregoing, Advisor shall use reasonable efforts to notify Stoke of any such conflict or any material changes to the policies of Organization.

Conflicting Obligations. Sr. Advisor hereby represents, warrants and certifies that Sr. Advisor has no outstanding agreement, commitment agreement or obligation that is in conflict with any of the provisions of this Agreement, Agreement or that would preclude Sr. Advisor from rendering the Services, and otherwise complying with the provisions hereof, and further represents, warrants and certifies that of this Agreement. Sr. Advisor will not enter into any such conflicting agreement, commitment or obligation agreement during the term of this Agreement. Subject In addition, and without limitation of the foregoing, the Company recognizes that Sr. Advisor may also provide consultation to written waivers that may be provided by Stoke upon requestvarious clients, which shall not be unreasonably withheldincluding those involved in the development and commercialization of dermatology/aesthetics products, Advisor agrees thatin areas of interest, or potential interest, to the Company (e.g. dermatology, aesthetics, etc.). Notwithstanding the foregoing, during the term of this AgreementAgreement with the Company Sr. Advisor agrees: a) not to consult on any fat reduction technology (including injectables or devices) on the market, Advisor will or in research or development, b) not to consult, on any matter, with companies involved in fat reduction, including, but not limited to, Lithera, Zeltiq, Ulthera and Zerona (or their successors, licenses or assigns), c) not to consult on matters related to fat reduction technologies with investors that are assessing, or hold investments, in companies pursuing fat reduction, and d) not to discuss any matters related to the Company with any current or potential institutional investors, analysts or investment bankers, or consulting firms working for those entities directly or indirectly (i) provide indirectly, nor make any services comment, private or public, regarding the Company’s past, current or future business plans, business interests, clinical trials, product development, regulatory interactions, or other matters — even if those matters are in the Field of Interest (as defined in Exhibit Apublic domain after disclosure by the Company, and e) not to any business or commercial entity, (ii) provide any services for any third party that is competitive with Stoke, and shall list in Exhibit B hereto any other companies for whom Advisor is providing services (“Outside Companies”), or (iii) participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with Stoke. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. Advisor shall not use the funding, resources or facilities of any other third party, without the prior written consent of Stoke, to perform Services hereunder and shall not perform the Services hereunder engage in any manner consulting activity that would give any third party rights or access to the product poses a conflict of such Services. Without limiting the foregoing, Advisor agrees to (A) segregate Advisor’s Services performed under this Agreement from Advisor’s work done for Organization, Outside Companies, or any other third party so as to minimize any questions of disclosure of, or rights under, any inventions, (B) notify the CEO of Stoke if at any time Advisor believes that such questions may result from Advisor’s performance under this Agreement and (C) assist Stoke in fairly resolving any questions in this regard which may arise. Notwithstanding anything to the contrary in this Agreement, Stoke and Advisor acknowledge that Advisor is an employee of Organization and subject to Organization’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. To ensure compliance with these policies, this Agreement incorporates the terms of Organization’s Uniform Consulting Agreement Provisions, which are attached hereto as Exhibit D. Stoke and Advisor agree that if anything in this Agreement is inconsistent interest with the Organization’s Uniform Consulting Agreement Provisions, the Organization’s Uniform Consulting Agreement Provisions will govern and Advisor’s compliance therewith shall not be deemed to be a breach of this AgreementCompany. Without limiting the foregoing, Advisor shall use reasonable efforts to notify Stoke of If any such conflict or any material changes should arise, Sr. Advisor agrees that she will notify the Company of such conflict and plans to resolve it. Sr. Advisor will be asked to certify on monthly invoices that, to the policies best of OrganizationSr. Advisor’s knowledge, her work outside the Company poses no conflict of interest to the Company. As new projects are initiated within the Company, potential for conflict of interest will be mutually assessed to enable these certifications.