Common use of Executive’s Promises Clause in Contracts

Executive’s Promises. In exchange for the Company’s promises listed above and all other consideration provided pursuant to this Agreement, to which these promises are ancillary, Executive promises as follows: (i) Executive will not, during or after Executive’s employment with the Company, use, copy, remove, disclose or disseminate to any person or entity, the Company’s Confidential Information, except (i) as required in the course of performing Executive’s duties with the Company, for the benefit of the Company, or (ii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information, it being understood that Executive will promptly notify the Company of such requirement so that the Company may seek to obtain a protective order. (ii) Following employment termination, Executive will immediately return to the Company all materials created, received or utilized in any way in conjunction with Executive’s work performed with the Company that in any way incorporates, reflects or constitutes Company’s Confidential Information. (iii) Executive acknowledges that the market for the Company’s products, services, and activities is global, and that the products, services and/or activities can be provided anywhere in the world. Executive recognizes that the Company draws its customers and/or clients from around the world because it will seek to file patents and run clinical trials in countries around the world, and sell its product to consumers around the world and/or pharmaceutical companies located around the world. Moreover, Executive recognizes that the Company’s customers may be contacted by telephone, in person, or in writing (including e-mail via the Internet). Executive further acknowledges that due to the international scope of the Company’s customer and client base, the following non-solicitation/non-competition restriction is necessary. (iv) Executive agrees and acknowledges that Company will not be provided access to Confidential Information, as defined in Section 8, from or belonging to a third party that Executive was exposed to or received from said third party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between Executive and said third party. EXECUTIVE ALSO AGREES TO INDEMNIFY, REIMBURSE, AND HOLD HARMLESS THE COMPANY FOR ALL ATTORNEY FEES, EXPENSES, COSTS, HARM, OR RELATED COSTS TO COMPANY ARISING FROM OR AS A RESULT OF ANY ACTUAL CAUSE OF ACTION OR CLAIM BROUGHT AGAINST COMPANY OR EXECUTIVE RELATED TO ANY ACTUAL BREACH OF THIS SECTION BY EXECUTIVE. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section shall be only after any settlement has been consummated or judicial action has become final and non-appealable.

Executive’s Promises. In exchange for the Company’s promises listed above and all other consideration provided pursuant to this Agreement, to which these promises are ancillary, Executive promises as follows: (i) Executive will not, during or after Executive’s employment with the Company, use, copy, remove, disclose or disseminate to any person or entity, the Company’s Confidential Information, except (i) as required in the course of performing Executive’s duties with the Company, for the benefit of the Company, or (ii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information, it being understood that Executive will promptly notify the Company of such requirement so that the Company may seek to obtain a protective order. (ii) Following employment termination, Executive will immediately return to the Company all materials created, received or utilized in any way in conjunction with Executive’s work performed with the Company that in any way incorporates, reflects or constitutes Company’s Confidential Information. (iii) Executive acknowledges that the market for the Company’s products, services, and activities is global, and that the products, services and/or activities can be provided anywhere in the world. Executive recognizes that the Company draws its customers and/or clients from around the world because it will seek to file patents and run clinical trials in countries around the world, and sell its product to consumers around the world and/or pharmaceutical companies located around the world. Moreover, Executive recognizes that the Company’s customers may be contacted by telephone, in person, or in writing (including e-mail via the Internet). Executive further acknowledges that due to the international scope of the Company’s customer and client base, the following non-solicitation/non-competition restriction is necessary. (iv) Executive agrees and acknowledges that Company will Executive shall not be provided provide to the Company, either directly or indirectly, access to Confidential Information, as defined in Section 8, from or belonging to a third party that Executive was exposed to or received from said third party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between Executive and said third party. EXECUTIVE ALSO AGREES TO INDEMNIFY, REIMBURSE, AND HOLD HARMLESS THE COMPANY FOR ALL ATTORNEY FEES, EXPENSES, COSTS, HARM, OR RELATED COSTS TO COMPANY ARISING FROM OR AS A RESULT OF ANY ACTUAL CAUSE OF ACTION OR CLAIM BROUGHT AGAINST COMPANY OR EXECUTIVE RELATED TO ANY ACTUAL BREACH OF THIS SECTION BY EXECUTIVE. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section shall be only after any settlement has been consummated or judicial action has become final and non-appealable.

Executive’s Promises. In exchange for the Company’s promises listed above and all other consideration provided by the Company pursuant to this Agreement, to which these promises are ancillary, Executive promises and acknowledges as follows: (ia) Executive will not, during or after agrees that Executive’s employment with hereunder is on an exclusive basis and that, during the CompanyEmployment Term, use, copy, remove, disclose or disseminate to any person or entity, the Company’s Confidential Information, except (i) as required in the course of performing Executive shall diligently and conscientiously devote Executive’s duties with the Companyfull business time, for the benefit of the Companyattention, or (ii) when required energy, skill and best efforts to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company and its Affiliates and the discharge of Executive’s duties hereunder. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive from (i) serving on the governing bodies of other companies (subject to the approval of the Company’s President and Chief Executive Officer, which shall not be unreasonably withheld), provided that such service does not result in a breach of any applicable securities law or by regulation or listing requirement or create any administrative disclosure obligation under Item 407(e)(4) of Regulation S-K (i.e., with respect to “Compensation Committee Interlocks and Insider Participation”) or legislative body under any similar federal or state regulation applicable to the Company, (including ii) engaging in charitable and public service activities, or engaging in speaking and writing activities, or (iii) managing Executive’s personal investments; provided, that such activities under clauses (i) and (ii) are disclosed in writing to the Company’s President and Chief Executive Officer in a committee thereofnotice that specifically references this provision and the activities under clauses (i), (ii) and (iii) do not interfere with apparent jurisdiction Executive’s availability or ability to order Executive to divulgeperform Executive’s duties and responsibilities hereunder and do not breach Executive’s other obligations hereunder (including, disclose or make accessible such informationwithout limitation, it being understood that Executive will promptly notify the Company Executive’s obligations under ARTICLE VI of such requirement so that the Company may seek to obtain a protective orderthis Agreement). (iib) Following employment termination, Executive will immediately return to the Company all materials createdcreated (including but not limited to any inventions, trade secrets and intellectual property), received or utilized in any way in conjunction with Executive’s work performed with the Company that in or any way incorporates, reflects or constitutes Company’s Confidential Informationof its Affiliates. (iiic) Executive acknowledges that the Company intends to expand the business of the Company and its Affiliates to provide other types of products and services than those provided as of the date hereof and that, due to Executive’s position with the Company and his ownership (directly or indirectly) of the Company’s equity securities, he will be in a position to have or obtain knowledge of such expansion of the Company’s and/or its Affiliates’ business. Upon request of the Company at any time during the Employment Term, Executive agrees to execute and deliver to the Company one or more supplements to this Agreement acknowledging any such expansion of the Company’s and or its Affiliates’ business. (d) Executive acknowledges that the market for the Company’s products, services, and activities is global, that the Company and its Affiliates currently conduct operations and provides products and services in numerous international markets and that the products, Company and its Affiliates currently have plans to conduct operations and provide products and services and/or activities can be provided anywhere in the world. Executive recognizes that the Company draws its customers and/or clients from around the world because it will seek to file patents and run clinical trials in countries around the world, and sell its product to consumers around the world and/or pharmaceutical companies located around the worldadditional international markets. Moreover, Executive recognizes that the Company’s customers may be contacted by telephone, in person, or in writing (including including, without limitation, via e-mail via or the Internet). Executive further acknowledges that due to the international scope of the Company’s customer and client base, the covenants set forth in the following non-solicitation/non-competition restriction is necessarySections in this ARTICLE VI are necessary to protect the Company’s and its Affiliates’ interests. (ive) Executive agrees and acknowledges that Company will not be provided access a portion of the compensation payable to Confidential Information, as defined in Section 8, from or belonging to a third party that Executive was exposed to or received from said third party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between Executive and said third party. EXECUTIVE ALSO AGREES TO INDEMNIFY, REIMBURSE, AND HOLD HARMLESS THE COMPANY FOR ALL ATTORNEY FEES, EXPENSES, COSTS, HARM, OR RELATED COSTS TO COMPANY ARISING FROM OR AS A RESULT OF ANY ACTUAL CAUSE OF ACTION OR CLAIM BROUGHT AGAINST COMPANY OR EXECUTIVE RELATED TO ANY ACTUAL BREACH OF THIS SECTION BY EXECUTIVE. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section Agreement is considered, and shall be only after any settlement has been consummated or judicial action has become final and non-appealabledeemed for all purposes to be, consideration for performance of the obligations set forth below in this Section in this ARTICLE VI.

Executive’s Promises. In exchange for the Company’s promises listed above and all other consideration provided pursuant to this Agreement, to which these promises are ancillary, Executive promises as follows: (i) Executive will not, during or after Executive’s employment with the Company, use, copy, remove, disclose or disseminate to any person or entity, the Company’s Confidential Information, except (iA) as required in the course of performing Executive’s duties with the Company, for the benefit of the Company, or (iiB) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information, it being understood that Executive will promptly notify the Company of such requirement so that the Company may seek to obtain a protective order. (ii) Following employment termination, Executive will immediately return to the Company all materials created, received or utilized in any way in conjunction with Executive’s work performed with the Company that in any way incorporates, reflects or constitutes Company’s Confidential Information. (iii) Executive acknowledges that the market for the Company’s products, services, and activities is global, and that the products, services and/or activities can be provided anywhere in the worldworld where cancer therapies are utilized. Executive recognizes that the Company draws its customers and/or clients from around the world because it will seek to file patents and run clinical trials in countries around the world, and sell its product to consumers around the world and/or pharmaceutical companies located around the world. Moreover, Executive recognizes that the Company’s customers may be contacted by telephone, in person, or in writing (including e-mail via the Internet). Executive further acknowledges that due to the international scope of the Company’s customer and client base, the following non-solicitation/non-competition restriction is necessary. (iv) Executive agrees and acknowledges that Company will not be provided access to Confidential Information, as defined in Section 8, from or belonging to a third party that Executive was exposed to or received from said third party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between Executive and said third party. EXECUTIVE ALSO AGREES TO INDEMNIFY, REIMBURSE, AND HOLD HARMLESS THE COMPANY FOR ALL ATTORNEY FEES, EXPENSES, COSTS, HARM, OR RELATED COSTS TO COMPANY ARISING FROM OR AS A RESULT OF ANY ACTUAL CAUSE OF ACTION OR CLAIM BROUGHT AGAINST COMPANY OR EXECUTIVE RELATED TO ANY ACTUAL BREACH OF THIS SECTION BY EXECUTIVE. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section paragraph shall be only after any settlement has been consummated or judicial action has become final and non-appealable.

Executive’s Promises. In exchange for the Company’s promises listed above and all other consideration provided pursuant to this Agreement, to which these promises are ancillary, Executive promises and acknowledges as follows: (ia) Executive will not, during or after agrees that Executive’s employment with hereunder is on an exclusive basis and that, during the CompanyEmployment Term, use, copy, remove, disclose or disseminate to any person or entity, the Company’s Confidential Information, except (i) as required in the course of performing Executive shall diligently and conscientiously devote Executive’s duties with the Companyfull business time, for the benefit of the Companyattention, or (ii) when required energy, skill and best efforts to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company and its Affiliates and the discharge of Executive’s duties hereunder. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive from (i) serving on the governing bodies of other companies (subject to the approval of the Board, which shall not be unreasonably withheld), provided that such service does not result in a breach of any applicable securities law or by regulation or listing requirement or create any administrative disclosure obligation under Item 407(e)(4) of Regulation S-K (i.e., with respect to “Compensation Committee Interlocks and Insider Participation”) or legislative body under any similar federal or state regulation applicable to the Company, (including ii) engaging in charitable and public service activities, or engaging in speaking and writing activities, or (iii) managing Executive’s personal investments; provided, that such activities under clauses (i) and (ii) are disclosed in writing to the Board in a committee thereofnotice that references this provision and the activities under clauses (i), (ii) and (iii) do not interfere with apparent jurisdiction Executive’s availability or ability to order Executive to divulgeperform Executive’s duties and responsibilities hereunder and do not breach Executive’s other obligations hereunder (including, disclose or make accessible such informationwithout limitation, it being understood that Executive will promptly notify the Company Executive’s obligations under ARTICLE VI of such requirement so that the Company may seek to obtain a protective orderthis Agreement). (iib) Following employment termination, Executive will immediately return to the Company all materials created, received or utilized in any way in conjunction with Executive’s work performed with the Company that in any way incorporates, reflects or constitutes Company’s Confidential Information. (iiic) Executive acknowledges that the Company intends to expand the business of the Company and its Affiliates to provide other types of products and services than those provided as of the date hereof and that, due to Executive’s position with the Company and his ownership (directly or indirectly) of the Company’s equity securities, he will be in a position to have or obtain knowledge of such expansion of the Company’s and/or its Affiliates’ business. Upon request of the Company at any time during the Employment Term, Executive agrees to execute and deliver to the Company one or more supplements to this Agreement acknowledging any such expansion of the Company’s and or its Affiliates’ business. (d) Executive acknowledges that the market for the Company’s products, services, and activities is global, that the Company and its Affiliates currently conduct operations and provides products and services in numerous international markets and that the products, Company and its Affiliates currently have plans to conduct operations and provide products and services and/or activities can be provided anywhere in the world. Executive recognizes that the Company draws its customers and/or clients from around the world because it will seek to file patents and run clinical trials in countries around the world, and sell its product to consumers around the world and/or pharmaceutical companies located around the worldadditional international markets. Moreover, Executive recognizes that the Company’s customers may be contacted by telephone, in person, or in writing (including including, without limitation, via e-mail via or the Internet). Executive further acknowledges that due to the international scope of the Company’s customer and client base, the covenants set forth in the following non-solicitation/non-competition restriction is necessarySections in this ARTICLE VI are necessary to protect the Company’s and its Affiliates’ interests. (ive) Executive agrees and acknowledges that Company will not be provided access a portion of the compensation payable to Confidential Information, as defined in Section 8, from or belonging to a third party that Executive was exposed to or received from said third party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between Executive and said third party. EXECUTIVE ALSO AGREES TO INDEMNIFY, REIMBURSE, AND HOLD HARMLESS THE COMPANY FOR ALL ATTORNEY FEES, EXPENSES, COSTS, HARM, OR RELATED COSTS TO COMPANY ARISING FROM OR AS A RESULT OF ANY ACTUAL CAUSE OF ACTION OR CLAIM BROUGHT AGAINST COMPANY OR EXECUTIVE RELATED TO ANY ACTUAL BREACH OF THIS SECTION BY EXECUTIVE. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section Agreement is considered, and shall be only after any settlement has been consummated or judicial action has become final and non-appealabledeemed for all purposes to be, consideration for performance of the obligations set forth in the following Sections in this ARTICLE VI.

Executive’s Promises. In exchange for the Company’s promises listed above and all other consideration provided pursuant to this Agreement, to which these promises are ancillary, Executive promises as follows: (i) Executive will not, during or after Executive’s employment with the Company, use, copy, remove, disclose or disseminate to any person or entity, the Company’s Confidential Information, except (i) as required in the course of performing Executive’s duties with the Company, for the benefit of the Company, or (ii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information, it being understood that Executive will promptly notify the Company of such requirement so that the Company may seek to obtain a protective order. (ii) Following employment termination, Executive will immediately return to the Company all materials created, received or utilized in any way in conjunction with Executive’s work performed with the Company that in any way incorporates, reflects or constitutes Company’s Confidential Information. (iii) Executive acknowledges that the market for the Company’s products, services, and activities is global, and that the products, services and/or activities can be provided anywhere in the world. Executive recognizes that the Company draws its customers and/or clients from around the world because it will seek to file patents and run clinical trials in countries around the world, and sell its product to consumers around the world and/or pharmaceutical companies located around the world. Moreover, Executive recognizes that the Company’s customers may be contacted by telephone, in person, or in writing (including e-mail via the Internet). Executive further acknowledges that due to the international scope of the Company’s customer and client base, the following non-solicitation/non-competition solicitation restriction is necessary. (iv) Executive agrees and acknowledges that Company will Executive shall not be provided provide to the Company, either directly or indirectly, access to Confidential Information, as defined in Section 8, from or belonging to a third party that Executive was exposed to or received from said third party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between Executive and said third party. EXECUTIVE ALSO AGREES TO INDEMNIFY, REIMBURSE, AND HOLD HARMLESS THE COMPANY FOR ALL ATTORNEY FEES, EXPENSES, COSTS, HARM, OR RELATED COSTS TO COMPANY ARISING FROM OR AS A RESULT OF ANY ACTUAL CAUSE OF ACTION OR CLAIM BROUGHT AGAINST COMPANY OR EXECUTIVE RELATED TO ANY ACTUAL BREACH OF THIS SECTION BY EXECUTIVE. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section shall be only after any settlement has been consummated or judicial action has become final and non-appealable.

Executive’s Promises. In exchange for the Company’s promises listed above and all other consideration provided pursuant to this Agreement, to which these promises are ancillary, Executive promises as follows: (i) Executive will not, during or after Executive’s employment with the Company, use, copy, remove, disclose or disseminate to any person or entity, the Company’s Confidential Information, except (i) as required in the course of performing Executive’s duties with the Company, for the benefit of the Company, or (ii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information, it being understood that Executive will promptly notify the Company of such requirement so that the Company may seek to obtain a protective order. (ii) Following employment termination, Executive will immediately return to the Company all materials created, received or utilized in any way in conjunction with Executive’s work performed with the Company that in any way incorporates, reflects or constitutes Company’s Confidential Information. (iii) Executive acknowledges that the market for the Company’s products, services, and activities is global, and that the products, services and/or activities can be provided anywhere in the world. Executive recognizes that the Company draws its customers and/or clients from around the world because it will seek to file patents and run clinical trials in countries around the world, world and sell its product to consumers around the world and/or pharmaceutical companies located around the world. Moreover, Executive recognizes that the Company’s customers may be contacted by telephone, in person, or in writing (including e-mail via the Internet). Executive further acknowledges that due to the international scope of the Company’s customer and client base, the following non-solicitation/non-competition solicitation restriction is necessary. (iv) Executive agrees and acknowledges that Company will not be provided access to Confidential Information, as defined in Section 8, from or belonging to a third party that Executive was exposed to or received from said third party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between Executive and said third party. EXECUTIVE ALSO AGREES TO INDEMNIFY, REIMBURSE, AND HOLD HARMLESS THE COMPANY FOR ALL ATTORNEY FEES, EXPENSES, COSTS, HARM, OR RELATED COSTS TO COMPANY ARISING FROM OR AS A RESULT OF ANY ACTUAL CAUSE OF ACTION OR CLAIM BROUGHT AGAINST COMPANY OR EXECUTIVE RELATED TO ANY ACTUAL BREACH OF THIS SECTION BY EXECUTIVE. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section shall be only after any settlement has been consummated or judicial action has become final and non-appealable.

Executive’s Promises. In exchange for the Company’s 's promises listed above and all other consideration provided pursuant to this Agreement, to which these promises are ancillary, Executive promises as follows: (i) Executive will not, during or after Executive’s 's employment with the Company, use, copy, remove, disclose or disseminate to any person or entity, the Company’s 's Confidential Information, except (i) as required in the course of performing Executive’s 's duties with the Company, for the benefit of the Company, or (ii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information, it being understood that Executive will promptly notify the Company of such requirement so that the Company may seek to obtain a protective order. (ii) Following employment termination, Executive will immediately return to the Company all materials created, received or utilized in any way in conjunction with Executive’s 's work performed with the Company that in any way incorporates, reflects or constitutes Company’s 's Confidential Information. (iii) Executive acknowledges that the market for the Company’s 's products, services, and activities is global, and that the products, services and/or activities can be provided anywhere in the world. Executive recognizes that the Company draws its customers and/or clients from around the world because it will seek to file patents and run clinical trials in countries around the world, and sell its product to consumers around the world and/or pharmaceutical companies located around the world. Moreover, Executive recognizes that the Company’s 's customers may be contacted by telephone, in person, or in writing (including e-mail via the Internet). Executive further acknowledges that due to the international scope of the Company’s 's customer and client base, the following non-solicitation/non-competition restriction is necessary. (iv) Executive agrees and acknowledges that Company will Executive shall not be provided provide to the Company, either directly or indirectly, access to Confidential Information, as defined in Section 8, from or belonging to a third party that Executive was exposed to or received from said third party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between Executive and said third party. EXECUTIVE ALSO AGREES TO INDEMNIFY, REIMBURSE, AND HOLD HARMLESS THE COMPANY FOR ALL ATTORNEY FEES, EXPENSES, COSTS, HARM, OR RELATED COSTS TO COMPANY ARISING FROM OR AS A RESULT OF ANY ACTUAL CAUSE OF ACTION OR CLAIM BROUGHT AGAINST COMPANY OR EXECUTIVE RELATED TO ANY ACTUAL BREACH OF THIS SECTION BY EXECUTIVE. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section shall be only after any settlement has been consummated or judicial action has become final and non-appealable.

Executive’s Promises. In exchange for the Company’s promises listed above and all other consideration provided pursuant to this Agreement, to which these promises are ancillary, Executive promises as follows: (i) Executive will not, during or after Executive’s employment with the Company, use, copy, remove, disclose or disseminate to any person or entity, the Company’s Confidential Information, except (i) as required in the course of performing Executive’s duties with the Company, for the benefit of the Company, or (ii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information, it being understood that Executive will promptly notify the Company of such requirement so that the Company may seek to obtain a protective order. (ii) Following employment termination, Executive will immediately return to the Company all materials created, received or utilized in any way in conjunction with Executive’s work performed with the Company that in any way incorporates, reflects or constitutes Company’s Confidential Information. (iii) Executive acknowledges that the market for the Company’s products, services, and activities is global, and that the products, services and/or activities can be provided anywhere in the world. Executive recognizes that the Company draws its customers and/or clients from around the world because it will seek to file patents and run clinical trials in countries around the world, and sell its product to consumers around the world and/or pharmaceutical companies located around the world. Moreover, Executive recognizes that the Company’s customers may be contacted by telephone, in person, or in writing (including e-mail via the Internet). Executive further acknowledges that due to the international scope of the Company’s customer and client base, the following non-solicitation/non-competition restriction is necessary. (iv) Executive agrees and acknowledges that Company will Executive shall not be provided provide to the Company, either directly or indirectly, access to Confidential Information, as defined in Section 8, from or belonging to a third party that Executive was exposed to or received from said third party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between Executive and said third party. EXECUTIVE ALSO AGREES TO INDEMNIFY, REIMBURSE, AND HOLD HARMLESS THE COMPANY FOR ALL ATTORNEY FEES, EXPENSES, COSTS, HARM, OR RELATED COSTS TO COMPANY ARISING FROM OR AS A RESULT OF ANY ACTUAL CAUSE OF ACTION OR CLAIM BROUGHT AGAINST COMPANY OR EXECUTIVE RELATED TO ANY ACTUAL BREACH OF THIS SECTION BY EXECUTIVE. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section shall be only after any settlement has been consummated or judicial action has become final and non-appealable.

Executive’s Promises. In exchange for the Company’s promises listed above and all other consideration provided by the Company pursuant to this Amended Agreement, to which these promises are ancillary, Executive promises and acknowledges as follows: (ia) Executive will not, during or after agrees that Executive’s employment with hereunder is on an exclusive basis and that, during the CompanyEmployment Term, use, copy, remove, disclose or disseminate to any person or entity, the Company’s Confidential Information, except (i) as required in the course of performing Executive shall diligently and conscientiously devote Executive’s duties with the Companyfull business time, for the benefit of the Companyattention, or (ii) when required energy, skill and best efforts to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company and its Affiliates and the discharge of Executive’s duties hereunder. Notwithstanding the foregoing, nothing in this Amended Agreement shall preclude Executive from (i) serving on the governing bodies of other companies (subject to the approval of the Board, which shall not be unreasonably withheld), provided that such service does not result in a breach of any applicable securities law or by regulation or listing requirement or create any administrative disclosure obligation under Item 407(e)(4) of Regulation S-K (i.e., with respect to “Compensation Committee Interlocks and Insider Participation”) or legislative body under any similar federal or state regulation applicable to the Company, (including ii) engaging in charitable and public service activities, or engaging in speaking and writing activities, or (iii) managing Executive’s personal investments; provided, that such activities under clauses (i) and (ii) are disclosed in writing to the Board in a committee thereofnotice that references this provision and the activities under clauses (i), (ii) and (iii) do not interfere with apparent jurisdiction Executive’s availability or ability to order Executive to divulgeperform Executive’s duties and responsibilities hereunder and do not breach Executive’s other obligations hereunder (including, disclose or make accessible such informationwithout limitation, it being understood that Executive will promptly notify the Company Executive’s obligations under ARTICLE VI of such requirement so that the Company may seek to obtain a protective orderthis Amended Agreement). (iib) Following employment termination, Executive will immediately return to the Company all materials created, received or utilized in any way in conjunction with Executive’s work performed with the Company that in any way incorporates, reflects or constitutes Company’s Confidential Information. (iiic) Executive acknowledges that the Company intends to expand the business of the Company and its Affiliates to provide other types of products and services than those provided as of the date hereof and that, due to Executive’s position with the Company and his ownership (directly or indirectly) of the Company’s equity securities, he will be in a position to have or obtain knowledge of such expansion of the Company’s and/or its Affiliates’ business. Upon request of the Company at any time during the Employment Term, Executive agrees to execute and deliver to the Company one or more supplements to this Amended Agreement acknowledging any such expansion of the Company’s and or its Affiliates’ business. (d) Executive acknowledges that the market for the Company’s products, services, and activities is global, that the Company and its Affiliates currently conduct operations and provides products and services in numerous international markets and that the products, Company and its Affiliates currently have plans to conduct operations and provide products and services and/or activities can be provided anywhere in the world. Executive recognizes that the Company draws its customers and/or clients from around the world because it will seek to file patents and run clinical trials in countries around the world, and sell its product to consumers around the world and/or pharmaceutical companies located around the worldadditional international markets. Moreover, Executive recognizes that the Company’s customers may be contacted by telephone, in person, or in writing (including including, without limitation, via e-mail via or the Internet). Executive further acknowledges that due to the international scope of the Company’s customer and client base, the covenants set forth in the following non-solicitation/non-competition restriction is necessarySections in this ARTICLE VI are necessary to protect the Company’s and its Affiliates’ interests. (ive) Executive agrees and acknowledges that Company will not be provided access a portion of the compensation payable to Confidential Information, as defined in Section 8, from or belonging to a third party that Executive was exposed to or received from said third party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between Executive and said third party. EXECUTIVE ALSO AGREES TO INDEMNIFY, REIMBURSE, AND HOLD HARMLESS THE COMPANY FOR ALL ATTORNEY FEES, EXPENSES, COSTS, HARM, OR RELATED COSTS TO COMPANY ARISING FROM OR AS A RESULT OF ANY ACTUAL CAUSE OF ACTION OR CLAIM BROUGHT AGAINST COMPANY OR EXECUTIVE RELATED TO ANY ACTUAL BREACH OF THIS SECTION BY EXECUTIVE. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section Amended Agreement is considered, and shall be only after any settlement has been consummated or judicial action has become final and non-appealabledeemed for all purposes to be, consideration for performance of the obligations set forth below in this Section in this ARTICLE VI.

Executive’s Promises. In exchange for the Company’s promises listed above and all other consideration provided pursuant to this Agreement, to which these promises are ancillary, Executive promises as follows: (i) Executive will not, during or after Executive’s employment with the Company, use, copy, remove, disclose or disseminate to any person or entity, the Company’s Confidential Information, except (i) as required in the course of performing Executive’s duties with the Company, for the benefit of the Company, or (ii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information, it being understood that Executive will promptly notify the Company of such requirement so that the Company may seek to obtain a protective order. (ii) Following employment termination, Executive will immediately return to the Company all materials created, received or utilized in any way in conjunction with Executive’s work performed with the Company that in any way incorporates, reflects or constitutes Company’s Confidential Information. (iii) Executive acknowledges that the market for the Company’s products, services, and activities is global, and that the products, services and/or activities can be provided anywhere in the world. Executive recognizes that the Company draws its customers and/or clients from around the world because it will seek to file patents and run clinical trials in countries around the world, and sell its product to consumers around the world and/or pharmaceutical companies located around the world. Moreover, Executive recognizes that the Company’s customers may be contacted by telephone, in person, or in writing (including e-mail via the Internet). Executive further acknowledges that due to the international scope of the Company’s customer and client base, the following non-solicitation/non-competition restriction is necessary. (iv) Executive agrees and acknowledges that Company will not be provided access to Confidential Information, as defined in Section 89, from or belonging to a third party that Executive was exposed to or received from said third party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between Executive and said third party. EXECUTIVE ALSO AGREES TO INDEMNIFY, REIMBURSE, AND HOLD HARMLESS THE COMPANY FOR ALL ATTORNEY FEES, EXPENSES, COSTS, HARM, OR RELATED COSTS TO COMPANY ARISING FROM OR AS A RESULT OF ANY ACTUAL CAUSE OF ACTION OR CLAIM BROUGHT AGAINST COMPANY OR EXECUTIVE RELATED TO ANY ACTUAL BREACH OF THIS SECTION BY EXECUTIVE. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section shall be only after any settlement has been consummated or judicial action has become final and non-appealable.

Executive’s Promises. In exchange for the Company’s promises listed above and all other consideration provided by the Company pursuant to this Agreement, to which these Executive hereby promises are ancillary, Executive promises and acknowledges as follows: (a) Executive agrees that Executive's employment hereunder is on an exclusive basis and that, during the Employment Term, Executive shall diligently and conscientiously devote Executive's full business time, attention, energy, skill and best efforts operating the Company's and its Affiliates' hot-dip galvanizing business and the discharge of Executive's duties hereunder. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive from (i) serving on the governing bodies of other companies (subject to the approval of the Company's President and Chief Executive will notOfficer, during which shall not be unreasonably withheld), provided that such service does not result in a breach of any applicable securities law or after Executive’s employment regulation or listing requirement or create any disclosure obligation under Item 407(e)(4) of Regulation S-K (i.e., with respect to "Compensation Committee Interlocks and Insider Participation") or under any similar federal or state regulation applicable to the Company, use(ii) engaging in charitable and public service activities, copyor engaging in speaking and writing activities, removeor (iii) managing Executive's personal investments; provided, disclose or disseminate to any person or entity, the Company’s Confidential Information, except that such activities under clauses (i) as required and (ii) are disclosed in writing to the course Company's President and Chief Executive Officer in a notice that specifically references this provision and the activities under clauses (i) and (ii) do not interfere with Executive's availability or ability to perform Executive's duties and responsibilities hereunder and do not breach Executive's duty of performing Executive’s duties with loyalty to the Company, for the benefit and other obligations hereunder (including, without limitation, Executive's obligations under ARTICLE VI of the Company, or (ii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information, it being understood that Executive will promptly notify the Company of such requirement so that the Company may seek to obtain a protective order.this Agreement). • (iib) Following employment termination, Executive will immediately return to the Company all materials createdcreated (including but not limited to any inventions, trade secrets and intellectual property), received or utilized in any way in conjunction with Executive’s 's work performed with the Company that in or any way incorporates, reflects or constitutes Company’s Confidential Informationof its Affiliates. (iiic) Executive acknowledges that the Company intends to grow the business of the Company and its Affiliates to provide other types of manufacturing solutions than those provided as of the date hereof and that, due to Executive's position with the Company and his ownership (directly or indirectly) of the Company's equity securities, he will be in a position to have or obtain knowledge of the Company's and/or its Affiliates' expansion plans. Upon request of the Company at any time during the Employment Term, Executive agrees to execute and deliver to the Company one or more supplements to this Agreement acknowledging any such expansion plans for the Company's and or its Affiliates' business. (d) Executive acknowledges that the market for the Company’s 's products, servicesmanufacturing solutions, and activities is globalcovers North America, that the Company and its Affiliates currently conduct operations and provides metal coatings in numerous markets across North America and that the products, services and/or activities can be provided anywhere in the world. Executive recognizes that the Company draws and its customers and/or clients from around the world because it will seek Affiliates currently have plans to file patents and run clinical trials in countries around the world, and sell its product to consumers around the world and/or pharmaceutical companies located around the worldexpand operations across additional domestic markets. Moreover, Executive recognizes that the Company’s 's customers may be contacted by telephone, in person, or in writing (including including, without limitation, via e-mail via or the Internet). Executive further acknowledges that due to the international scope of the Company’s 's customer and client base, the covenants set forth in the following non-solicitation/non-competition restriction is necessarySections in this ARTICLE VI are necessary and essential to protect the Company's and its Affiliates' interests. (ive) Executive agrees and acknowledges that Company will not be provided access a portion of the compensation payable to Confidential Information, as defined in Section 8, from or belonging to a third party that Executive was exposed to or received from said third party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between Executive and said third party. EXECUTIVE ALSO AGREES TO INDEMNIFY, REIMBURSE, AND HOLD HARMLESS THE COMPANY FOR ALL ATTORNEY FEES, EXPENSES, COSTS, HARM, OR RELATED COSTS TO COMPANY ARISING FROM OR AS A RESULT OF ANY ACTUAL CAUSE OF ACTION OR CLAIM BROUGHT AGAINST COMPANY OR EXECUTIVE RELATED TO ANY ACTUAL BREACH OF THIS SECTION BY EXECUTIVE. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section Agreement is considered, and shall be only after any settlement has been consummated or judicial action has become final and non-appealabledeemed for all purposes to be, consideration for performance of the obligations set forth below in this ARTICLE VI.

Executive’s Promises. In exchange for the Company’s promises listed above and all other consideration provided pursuant to this Agreement, to which these promises are ancillary, Executive promises as follows: (i) Executive will not, during or after Executive’s employment with the Company, use, copy, remove, disclose or disseminate to any person or entity, the Company’s Confidential Information, except (i1) as required in the course of performing Executive’s duties with the Company, for the benefit of the Company, or (ii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information, it being understood that Executive will promptly notify the Company of such requirement so that the Company may seek to obtain a protective order. (ii) Following employment termination, Executive will immediately return to the Company all materials created, received or utilized in any way in conjunction with Executive’s work performed with the Company that in any way incorporates, reflects or constitutes Company’s Confidential Information. (iii) Executive acknowledges that the market for the Company’s products, services, and activities is global, and that the products, services and/or activities can be provided anywhere in the world. Executive recognizes that the Company draws its customers and/or clients from around the world because it will seek to file patents and run clinical trials in countries around the world, world and sell its product to consumers around the world and/or pharmaceutical companies 200293086 v1 located around the world. Moreover, Executive recognizes that the Company’s customers may be contacted by telephone, in person, or in writing (including e-mail via the Internet). Executive further acknowledges that due to the international scope of the Company’s customer and client base, the following non-solicitation/non-competition solicitation restriction is necessary. (iv) Executive agrees and acknowledges that Company will not be provided access to Confidential Information, as defined in Section 8, from or belonging to a third party that Executive was exposed to or received from said third party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between Executive and said third party. EXECUTIVE ALSO AGREES TO INDEMNIFY, REIMBURSE, AND HOLD HARMLESS THE COMPANY FOR ALL ATTORNEY FEES, EXPENSES, COSTS, HARM, OR RELATED COSTS TO COMPANY ARISING FROM OR AS A RESULT OF ANY ACTUAL CAUSE OF ACTION OR CLAIM BROUGHT AGAINST COMPANY OR EXECUTIVE RELATED TO ANY ACTUAL BREACH OF THIS SECTION BY EXECUTIVE. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section shall be only after any settlement has been consummated or judicial action has become final and non-appealable.

Executive’s Promises. In exchange for the Company’s promises listed above and all other consideration provided pursuant to this Agreement, to which these promises are ancillary, Executive promises as follows: (i) Executive will not, during or after Executive’s employment with the Company, use, copy, remove, disclose or disseminate to any person or entity, the Company’s Confidential Information, except (i) as required in the course of performing Executive’s duties with the Company, for the benefit of the Company, or (ii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information, it being understood that Executive will promptly notify the Company of such requirement so that the Company may seek to obtain a protective order. (ii) Following employment termination, Executive will immediately return to the Company all materials created, received or utilized in any way in conjunction with Executive’s work performed with the Company that in any way incorporates, reflects or constitutes Company’s Confidential Information. (iii) Executive acknowledges that the market for the Company’s products, services, and activities is global, and that the products, services and/or activities can be provided anywhere in the worldworld where cancer therapies are utilized. Executive recognizes that the Company draws its customers and/or clients from around the world because it will seek to file patents and run clinical trials in countries around the world, and sell its product to consumers around the world and/or pharmaceutical companies located around the world. Moreover, Executive recognizes that the Company’s customers may be contacted by telephone, in person, or in writing (including e-mail via the Internet). Executive further acknowledges that due to the international scope of the Company’s customer and client base, the following non-solicitation/non-competition restriction is necessary. (iv) Executive agrees and acknowledges that Company will not be provided access to Confidential Information, as defined in Section 8, from or belonging to a third party that Executive was exposed to or received from said third party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between Executive and said third party. EXECUTIVE ALSO AGREES TO INDEMNIFY, REIMBURSE, AND HOLD HARMLESS THE COMPANY FOR ALL ATTORNEY FEES, EXPENSES, COSTS, HARM, OR RELATED COSTS TO COMPANY ARISING FROM OR OR. AS A RESULT OF ANY ACTUAL CAUSE OF ACTION OR CLAIM BROUGHT AGAINST COMPANY OR EXECUTIVE RELATED TO ANY ACTUAL BREACH OF THIS SECTION BY EXECUTIVE. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section shall be only after any settlement has been consummated or judicial action has become final and non-appealable.

Executive’s Promises. In exchange for the Company’s promises listed above and all other consideration provided by the Company pursuant to this Second Amended Agreement, to which these promises are ancillary, Executive promises and acknowledges as follows: (ia) Executive will not, during or after agrees that Executive’s employment with hereunder is on an exclusive basis and that, during the CompanyEmployment Term, use, copy, remove, disclose or disseminate to any person or entity, the Company’s Confidential Information, except (i) as required in the course of performing Executive shall diligently and conscientiously devote Executive’s duties with the Companyfull business time, for the benefit of the Companyattention, or (ii) when required energy, skill and best efforts to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company and its Affiliates and the discharge of Executive’s duties hereunder. Notwithstanding the foregoing, nothing in this Second Amended Agreement shall preclude Executive from (i) serving on the governing bodies of other companies (subject to the approval of the Board, which shall not be unreasonably withheld), provided that such service does not result in a breach of any applicable securities law or by regulation or listing requirement or create any administrative disclosure obligation under Item 407(e)(4) of Regulation S-K (i.e., with respect to “Compensation Committee Interlocks and Insider 9 Participation”) or legislative body under any similar federal or state regulation applicable to the Company, (including ii) engaging in charitable and public service activities, or engaging in speaking and writing activities, or (iii) managing Executive’s personal investments; provided, that such activities under clauses (i) and (ii) are disclosed in writing to the Board in a committee thereofnotice that references this provision and the activities under clauses (i), (ii) and (iii) do not interfere with apparent jurisdiction Executive’s availability or ability to order Executive to divulgeperform Executive’s duties and responsibilities hereunder and do not breach Executive’s other obligations hereunder (including, disclose or make accessible such informationwithout limitation, it being understood that Executive will promptly notify the Company Executive’s obligations under ARTICLE VI of such requirement so that the Company may seek to obtain a protective orderthis Second Amended Agreement). (iib) Following employment termination, Executive will immediately return to the Company all materials created, received or utilized in any way in conjunction with Executive’s work performed with the Company that in any way incorporates, reflects or constitutes Company’s Confidential Information. (iiic) Executive acknowledges that the Company intends to expand the business of the Company and its Affiliates to provide other types of products and services than those provided as of the date hereof and that, due to Executive’s position with the Company and his ownership (directly or indirectly) of the Company’s equity securities, he will be in a position to have or obtain knowledge of such expansion of the Company’s and/or its Affiliates’ business. Upon request of the Company at any time during the Employment Term, Executive agrees to execute and deliver to the Company one or more supplements to this Second Amended Agreement acknowledging any such expansion of the Company’s and or its Affiliates’ business. (d) Executive acknowledges that the market for the Company’s products, services, and activities is global, that the Company and its Affiliates currently conduct operations and provides products and services in numerous international markets and that the products, Company and its Affiliates currently have plans to conduct operations and provide products and services and/or activities can be provided anywhere in the world. Executive recognizes that the Company draws its customers and/or clients from around the world because it will seek to file patents and run clinical trials in countries around the world, and sell its product to consumers around the world and/or pharmaceutical companies located around the worldadditional international markets. Moreover, Executive recognizes that the Company’s customers may be contacted by telephone, in person, or in writing (including including, without limitation, via e-mail via or the Internet). Executive further acknowledges that due to the international scope of the Company’s customer and client base, the covenants set forth in the following non-solicitation/non-competition restriction is necessarySections in this ARTICLE VI are necessary to protect the Company’s and its Affiliates’ interests. (ive) Executive agrees and acknowledges that Company will not be provided access a portion of the compensation payable to Confidential Information, as defined in Section 8, from or belonging to a third party that Executive was exposed to or received from said third party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between Executive and said third party. EXECUTIVE ALSO AGREES TO INDEMNIFY, REIMBURSE, AND HOLD HARMLESS THE COMPANY FOR ALL ATTORNEY FEES, EXPENSES, COSTS, HARM, OR RELATED COSTS TO COMPANY ARISING FROM OR AS A RESULT OF ANY ACTUAL CAUSE OF ACTION OR CLAIM BROUGHT AGAINST COMPANY OR EXECUTIVE RELATED TO ANY ACTUAL BREACH OF THIS SECTION BY EXECUTIVE. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section Second Amended Agreement is considered, and shall be only after any settlement has been consummated or judicial action has become final and non-appealabledeemed for all purposes to be, consideration for performance of the obligations set forth below in this Section in this ARTICLE VI.