Common use of Nonsolicitation and Noncompetition Clause in Contracts

Nonsolicitation and Noncompetition. In order to protect the Company’s Proprietary Information and goodwill, during my employment and for a period of (i) one (1) year following the date of the cessation of my employment with the Company (the “Last Date of Employment”) or such shorter period as the Company designates in writing to me in connection with the ending of my employment relationship, or (ii) two (2) years following the Last Date of Employment if I breach my fiduciary duty to the Company or if I have unlawfully taken, physically or electronically, property belonging to the Company (in either case the “Restricted Period”) (a) I shall not, directly or indirectly, in any manner, other than for the benefit of the Company, solicit or transact any business with any of the customers of the Company. For purposes of this Agreement, customers shall include then current customers to which the Company provided products or services during the twelve months prior to the Last Date of Employment (the “One Year Lookback”), and customer prospects that the Company solicited during the One Year Lookback and that I had significant contact with or learned confidential information about in the course of my employment. (b) I shall not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is then employed or engaged by the Company. (c) Unless (i) the Company terminates my employment without Cause (as defined below) or I have been laid off; or (ii) the Company waives the restrictions upon post-employment activities set forth in this Section 8(c), then, the Company shall make garden leave payments to me for the post-employment portion of the Restricted Period at the rate of 50% of the highest annualized base salary paid to me by the Company within the two-year period preceding the last day of my employment (“Garden Leave Pay”), and in exchange, I shall not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the world, engage or otherwise participate in any business that is, in whole or in part, engaged, or preparing to engage, in the Business (as defined below). I acknowledge that this covenant is necessary because the Company’s legitimate business interests cannot be adequately protected solely by the other covenants in this Agreement. I further acknowledge and agree that any payments I receive pursuant to this Section 8(c) shall reduce (and shall not be in addition to) any severance or separation pay that I am otherwise entitled to receive from the Company pursuant to an agreement, plan or otherwise. For purposes of this Agreement, and notwithstanding anything to the contrary in any other agreement between the Company and me:

Nonsolicitation and Noncompetition. In order to protect the Company’s Proprietary Information and goodwill, during my employment and for a period of of: (i) one (1) year following the date of the cessation of my employment with the Company (the “Last Date of Employment”) or such shorter period as the Company designates in writing to me in connection with the ending of my employment relationship), or (ii) two (2) years following the Last Date of Employment if I breach my fiduciary duty to the Company or if I have unlawfully taken, physically or electronically, property belonging to the Company (in either case the “Restricted Period”)): (a) I shall not, directly or indirectly, in any manner, other than for the benefit of the Company, solicit or transact any business with any of the customers of the CompanyCompany or any of its vendors. For purposes of this Agreement, (i) customers shall include then current customers to which the Company provided products or services during the twelve months prior to the Last Date of Employment (the “One Year Lookback”), ) and customer prospects that the Company solicited during the One Year Lookback and that I had significant contact with or learned confidential information about in the course of my employment, and (ii) vendors shall include then current vendors and vendors that provided services to or in connection with the Company during the One Year Lookback. (b) I shall not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is then employed or engaged by the Company. (c) Unless (i) the Company terminates my employment without Cause (as defined below) or I have been laid off; or (ii) the Company waives the restrictions upon post-employment activities set forth in this Section 8(c), then, the Company shall make garden leave payments to me for the post-employment portion of the Restricted Period (but for not more than 12 months following the end of my employment) at the rate of 50% of the highest annualized base salary paid to me by the Company within the two-year period preceding the last day of my employment (“Garden Leave Pay”), and in exchange, I shall not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the world, world engage or otherwise participate in any business that isdevelops, in whole manufactures or in part, engagedmarkets any products, or preparing performs any services, that are competitive with the products or services of the Company, or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during my employment. For purposes of this Agreement, and notwithstanding anything to engagethe contrary in any other agreement between the Company and me, in “Cause” shall mean a reasonable and good faith basis for the Business (as defined below)Company to be dissatisfied with my job performance, my conduct or my behavior. I acknowledge that this covenant is necessary because the Company’s legitimate business interests cannot be adequately protected solely by the other covenants in this Agreement. I further acknowledge and agree that any payments I receive pursuant to this Section 8(c) shall reduce (and shall not be in addition to) any severance or separation pay that I am otherwise entitled to receive from the Company pursuant to an agreement, plan or otherwise. For purposes of this Agreement, and notwithstanding anything to the contrary in any other agreement between the Company and me:.

Nonsolicitation and Noncompetition. In order to protect the Company’s Proprietary Information and goodwill, during my his employment and for a period of of: (i) one (1) year following the date of the cessation of my employment with the Company (the “Last Date of Employment”) or such shorter period as the Company designates in writing to me in connection with the ending of my employment relationshipTermination, or (ii) two (2) years following the Last Date of Employment Termination if I breach my Executive breaches his fiduciary duty to the Company or if I have Executive has unlawfully taken, physically or electronically, property belonging to the Company (in either case the “Restricted Period”)): (ai) I Executive shall not, directly or indirectly, in any manner, other than for the benefit of the Company, solicit or transact any business with any of the customers or customer prospects of the CompanyCompany or any of its suppliers. For purposes of this Agreement, (x) business shall include any business that researches, develops, manufactures, markets, sells or distributes a product or service that competes with a product or service of the Company, (y) customers shall include then current customers to which the Company provided products or services during the twelve 12 months prior to the Last Date of Employment Termination (the “One Year Lookback”), ) and customer prospects shall include customer prospects that the Company solicited during the One Year Lookback and that I Executive had significant contact with or learned confidential information about in the course of my his employment, and (z) suppliers shall include then current suppliers and suppliers that provided services to or in connection with the Company during the One Year Lookback. (bii) I Executive shall not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is then employed or engaged by the Company. (ciii) Unless (iy) the Company terminates my Executive’s employment without Cause (as defined below) or I have Executive has been laid off; or (iiz) the Company waives the restrictions upon post-employment activities set forth in this Section 8(c8(h)(iii), then, the Company shall make garden leave payments to me Executive for the post-employment postemployment portion of the Restricted Period (but for not more than 12 months following the end of Executive’s employment) at the rate of 50% of the highest annualized base salary paid to me Executive by the Company within the two-year period preceding the last day of my Executive’s employment (“Garden Leave Pay”), and in exchange, I Executive shall not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the world, engage or otherwise participate in any business that isdevelops, in whole manufactures or in part, engagedmarkets any products, or preparing performs any services, that are competitive with the products or services of the Company, including, without limitation, any products or services that target amino acid homeostasis for therapeutic and health purposes via the use of amino acid modalities; or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during his employment. For purposes of this Section 8(h)(iii) only, and notwithstanding anything to engagethe contrary in any other part of this Agreement or any other agreement between the Company and Executive, in “Cause” shall mean a reasonable and good faith basis for the Business (as defined below)Company to be dissatisfied with Executive job performance, Executive’s conduct or Executive’s behavior. I acknowledge Executive acknowledges that this covenant is necessary because the Company’s legitimate business interests cannot be adequately protected solely by the other covenants in this Agreement. I Executive further acknowledge acknowledges and agree agrees that any payments I receive Executive receives pursuant to this Section 8(c8(h)(iii) shall reduce (and shall not be in addition to) any severance or separation pay that I am they are otherwise entitled to receive from the Company pursuant to an agreement, plan this Agreement or otherwise. For purposes of this Agreement, and notwithstanding anything to the contrary in any other agreement between the Company and me:.

Nonsolicitation and Noncompetition. In order I understand and acknowledge that I am engaged as a key employee of Company, and occupy an executive position that includes my involvement and discretion in decisions and matters of importance for Company. I understand that the nature of my position gives me access to protect the and knowledge of Proprietary Information, including customer information and information respecting prospective customers. I further understand that Company’s ability to safeguard its Proprietary Information for the exclusive knowledge and goodwilluse of Company is of great importance and commercial value to Company, and that improper use or disclosure by me is likely to result in unfair or unlawful competitive activity. Because of Company’s legitimate business purpose as described herein, and the good and valuable consideration offered to me, I agree that during my employment and for a period of eighteen (i18) one months following my resignation from employment with Company without Good Reason (1as defined in my Employment Agreement with Company, dated May 10, 2022) year following or the date of the cessation termination of my employment with the Company (the “Last Date of Employment”) or such shorter period as the Company designates in writing to me in connection with the ending of my employment relationship, or (ii) two (2) years following the Last Date of Employment if I breach my fiduciary duty to the Company or if I have unlawfully taken, physically or electronically, property belonging to the Company (in either case the “Restricted Period”) (a) I shall not, directly or indirectly, in any manner, other than for the benefit of the Company, solicit or transact any business with any of the customers of the Company. For purposes of this Agreement, customers shall include then current customers to which the Company provided products or services during the twelve months prior to the Last Date of Employment (the “One Year Lookback”), and customer prospects that the Company solicited during the One Year Lookback and that I had significant contact with or learned confidential information about in the course of my employment. (b) I shall not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any employee or consultant of the Company to leave the by Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is then employed or engaged by the Company. (c) Unless (i) the Company terminates my employment without Cause (as defined below) or I have been laid off; or (ii) the Company waives the restrictions upon post-employment activities set forth in this Section 8(cmy Employment Agreement), thenI will not, without the Company shall make garden leave payments to me for the post-employment portion express written consent of the Restricted Period at the rate an authorized representative of 50% of the highest annualized base salary paid to me by the Company within the two-year period preceding the last day of my employment (“Garden Leave Pay”)Company, and in exchange, I shall not directly or indirectly, whether as owner, partner, shareholderinvestor, operator, manager, officer, director, manager, consultant, agent, employee, co-venturer venturer, advisor, representative or otherwise, anywhere in the worldengage, engage participate, assist or otherwise participate in any business that is, in whole invest or in part, engaged, or preparing actively prepare to engage, participate, assist or invest in the any Competing Business (as defined belowhereinafter defined); or directly or indirectly solicit or encourage any customer, supplier, consultant or vendor to terminate or otherwise modify adversely its business relationship with Company; and I agree that during my employment and for a period of eighteen (18) months following my resignation from employment with Company for any reason or the termination of my employment by Company for any reason, I will not, without the express written consent of an authorized representative of Company, directly or indirectly employ, attempt to employ, recruit, hire or otherwise solicit, induce or influence any person to leave employment with Company (except for the bona fide firing of Company personnel within the scope of my employment). I acknowledge that this covenant is necessary because the Company’s legitimate business interests cannot The applicable restricted period shall be adequately protected solely by the other covenants in this Agreement. I further acknowledge and agree that any payments I receive pursuant to this Section 8(c) shall reduce (tolled and shall not be run during any time in addition to) any severance or separation pay that which I am otherwise entitled fail to receive from the Company pursuant to an agreement, plan or otherwiseabide by these obligations. For purposes of this Agreement, and notwithstanding anything the term “Competing Business” shall mean (i) any business engaged in digital healthcare or the development or provision of online access to the contrary in healthcare services, (ii) any other agreement between business carried on by Company, its subsidiaries and/or its affiliates as of the date my employment terminates (irrespective of whether such business is carried on by Company and/or any of its subsidiaries or affiliates as of the effective date of this Agreement); or (iii) any business in an active phase of development at Company and/or any of its subsidiaries or affiliates as of the date my employment terminates (irrespective of whether such business is carried on by Company and/or any of its subsidiaries or affiliates as of the effective date of this Agreement). The restrictions in this Section 14 shall apply to any conduct in (I) Minnesota; (II) any geographic area in which Company or its subsidiaries or affiliates has sold, is then selling, or is actively planning to sell its products or services as of the date my employment terminates; and me:(III) any other geographic area in which Company or its subsidiaries or affiliates has operated, is then operating or is actively planning to operate its business. I understand that the restrictions set forth in this Section 14 are intended to protect the interest of Company in its Proprietary Information, goodwill and established employee, customer, supplier, consultant and vendor relationships, and agree that such restrictions are reasonable and appropriate for this purpose.

Nonsolicitation and Noncompetition. In order to protect the Company’s Proprietary Information and goodwill, during my the Executive’s employment and for a period of of: (i) one (1) year following the date of the cessation of my employment with the Company (the “Last Date of Employment”) or such shorter period as the Company designates in writing to me in connection with the ending of my employment relationshipTermination, or (ii) two (2) years following the Last Date of Employment Termination if I breach my Executive breaches the Executive’s fiduciary duty to the Company or if I have Executive has unlawfully taken, physically or electronically, property belonging to the Company (in either case the “Restricted Period”)): (ai) I Executive shall not, directly or indirectly, in any manner, other than for the benefit of the Company, solicit or transact any business with any of the customers or customer prospects of the CompanyCompany or any of its suppliers. For purposes of this Agreement, (x) business shall include any business that researches, develops, manufactures, markets, sells or distributes a product or service that competes with a product or service of the Company, (y) customers shall include then current customers to which the Company provided products or services during the twelve 12 months prior to the Last Date of Employment Termination (the “One Year Lookback”), ) and customer prospects shall include customer prospects that the Company solicited during the One Year Lookback and that I Executive had significant contact with or learned confidential information about in the course of my the Executive’s employment, and (z) suppliers shall include then current suppliers and suppliers that provided services to or in connection with the Company during the One Year Lookback. (bii) I Executive shall not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is then employed or engaged by the Company. (ciii) Unless (iy) the Company terminates my Executive’s employment without Cause (as defined below) or I have Executive has been laid off; or (iiz) the Company waives the restrictions upon post-employment activities set forth in this Section 8(c8(h)(iii), then, the Company shall make garden leave payments to me Executive for the post-employment portion of the Restricted Period (but for not more than 12 months following the end of Executive’s employment) at the rate of 50% of the highest annualized base salary paid to me Executive by the Company within the two-year period preceding the last day of my Executive’s employment (“Garden Leave Pay”), and in exchange, I Executive shall not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the world, engage or otherwise participate in any business that isdevelops, in whole manufactures or in part, engagedmarkets any products, or preparing performs any services, that are competitive with the products or services of the Company, including, without limitation, any products or services that target amino acid homeostasis for therapeutic and health purposes via the use of amino acid modalities; or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during employment. For purposes of this Section 8(h)(iii) only, and notwithstanding anything to engagethe contrary in any other part of this Agreement or any other agreement between the Company and Executive, in “Cause” shall mean a reasonable and good faith basis for the Business (as defined below)Company to be dissatisfied with Executive job performance, Executive’s conduct or Executive’s behavior. I acknowledge Executive acknowledges that this covenant is necessary because the ACTIVE/106705752.1 Company’s legitimate business interests cannot be adequately protected solely by the other covenants in this Agreement. I Executive further acknowledge acknowledges and agree agrees that any payments I receive Executive receives pursuant to this Section 8(c8(h)(iii) shall reduce (and shall not be in addition to) any severance or separation pay that I am the Executive is otherwise entitled to receive from the Company pursuant to an agreement, plan this Agreement or otherwise. For purposes of this Agreement, and notwithstanding anything to the contrary in any other agreement between the Company and me:.

Nonsolicitation and Noncompetition. In order to protect the Company’s Proprietary Information and goodwill, during my the Executive’s employment and for a period of of: (i) one (1) year following the date of the cessation of my employment with the Company (the “Last Date of Employment”) or such shorter period as the Company designates in writing to me in connection with the ending of my employment relationshipTermination, or (ii) two (2) years following the Last Date of Employment Termination if I breach my Executive breaches the Executive’s fiduciary duty to the Company or if I have Executive has unlawfully taken, physically or electronically, property belonging to the Company (in either case the “Restricted Period”)): 12 ACTIVE/107142741.1 (ai) I Executive shall not, directly or indirectly, in any manner, other than for the benefit of the Company, solicit or transact any business with any of the customers or customer prospects of the CompanyCompany or any of its suppliers. For purposes of this Agreement, (x) business shall include any business that researches, develops, manufactures, markets, sells or distributes a product or service that competes with a product or service of the Company, (y) customers shall include then current customers to which the Company provided products or services during the twelve 12 months prior to the Last Date of Employment Termination (the “One Year Lookback”), ) and customer prospects shall include customer prospects that the Company solicited during the One Year Lookback and that I Executive had significant contact with or learned confidential information about in the course of my the Executive’s employment, and (z) suppliers shall include then current suppliers and suppliers that provided services to or in connection with the Company during the One Year Lookback. (bii) I Executive shall not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is then employed or engaged by the Company. (ciii) Unless (iy) the Company terminates my Executive’s employment without Cause (as defined below) or I have Executive has been laid off; or (iiz) the Company waives the restrictions upon post-employment activities set forth in this Section 8(c8(h)(iii), then, the Company shall make garden leave payments to me Executive for the post-employment portion of the Restricted Period (but for not more than 12 months following the end of Executive’s employment) at the rate of 50% of the highest annualized base salary paid to me Executive by the Company within the two-year period preceding the last day of my Executive’s employment (“Garden Leave Pay”), and in exchange, I Executive shall not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the world, engage or otherwise participate in any business that isdevelops, in whole manufactures or in part, engagedmarkets any products, or preparing performs any services, that are competitive with the products or services of the Company, including, without limitation, any products or services that target amino acid homeostasis for therapeutic and health purposes via the use of amino acid modalities; or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during employment. For purposes of this Section 8(h)(iii) only, and notwithstanding anything to engagethe contrary in any other part of this Agreement or any other agreement between the Company and Executive, in “Cause” shall mean a reasonable and good faith basis for the Business (as defined below)Company to be dissatisfied with Executive job performance, Executive’s conduct or Executive’s behavior. I acknowledge Executive acknowledges that this covenant is necessary because the Company’s legitimate business interests cannot be adequately protected solely by the other covenants in this Agreement. I Executive further acknowledge acknowledges and agree agrees that any payments I receive Executive receives pursuant to this Section 8(c8(h)(iii) shall reduce (and shall not be in addition to) any severance or separation pay that I am the Executive is otherwise entitled to receive from the Company pursuant to an agreement, plan this Agreement or otherwise. For purposes of this Agreement, and notwithstanding anything to the contrary in any other agreement between the Company and me:ACTIVE/107142741.1

Nonsolicitation and Noncompetition. In order to protect the Company’s Proprietary Information and goodwill, during my employment and for a period of (i) of: one (1) year following the date of the cessation of my employment with the Company (the “Last Date of Employment”) or such shorter period as the Company designates in writing to me in connection with the ending of my employment relationship), or (ii) two (2) years following the Last Date of Employment if I breach my fiduciary duty to the Company or if I have unlawfully taken, physically or electronically, property belonging to the Company (in either case the “Restricted Period”)): (a) I shall not, directly or indirectly, in any manner, other than for the benefit of the Company, solicit or transact any business with any of the customers of the CompanyCompany or any of its vendors. For purposes of this Agreement, (i) customers shall include then current customers to which the Company provided products or services during the twelve months prior to the Last Date of Employment (the “One Year Lookback”), ) and customer prospects that the Company solicited during the One Year Lookback and that I had significant contact with or learned confidential information about in the course of my employment, and (ii) vendors shall include then current vendors and vendors that provided services to or in connection with the Company during the One Year Lookback. (b) I shall not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is then employed or engaged by the CompanyCompany or who was engaged by the Company within six months of any attempt to hire such person. (c) Unless (i) the Company terminates my employment without Cause (as defined below) or I have been laid off; or (ii) the Company waives the restrictions upon post-employment activities set forth in this Section 8(c), then, the Company shall make garden leave payments to me for the post-employment portion of the Restricted Period (but for not more than 12 months following the end of my employment) at the rate of 50% of the highest annualized base salary paid to me by the Company within the two-year period preceding the last day of my employment (“Garden Leave Pay”)employment, and in exchange, I shall not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the world, United States engage or otherwise participate in any business that isdevelops, in whole manufactures or in part, engagedmarkets any products, or preparing performs any services, that are competitive with the products or services of the Company, or products or services that the Company or its affiliates has under development or that are the subject of active planning at any time during my employment. For purposes of this Agreement, and notwithstanding anything to engagethe contrary in any other agreement between the Company and me, in “Cause” shall mean a reasonable and good faith basis for the Business (as defined below)Company to be dissatisfied with my job performance, my conduct or my behavior. I acknowledge that this covenant is necessary because the Company’s legitimate business interests cannot be adequately protected solely by the other covenants in this Agreement. I further acknowledge and agree that any payments I receive pursuant to this Section 8(c) shall reduce (and shall not be in addition to) any severance or separation pay that I am otherwise entitled to receive from the Company pursuant to an agreement, plan or otherwise. For purposes of this Agreement, and notwithstanding anything to the contrary in any other agreement between the Company and me:ACTIVE/96521305.3

Nonsolicitation and Noncompetition. In order to protect the Company’s Proprietary Information and goodwill, during my his employment and for a period of of: (i) one (1) year following the date of the cessation of my his employment with the Company (the “Last Date of Employment”) or such shorter period as the Company designates in writing to me in connection with the ending of my employment relationship), or (ii) two (2) years following the Last Date of Employment if I breach my Executive breaches his fiduciary duty to the Company or if I have Executive has unlawfully taken, physically or electronically, property belonging to the Company (in either case the “Restricted Period”)): (ai) I Executive shall not, directly or indirectly, in any manner, other than for the benefit of the Company, solicit or transact any business with any of the customers or customer prospects of the CompanyCompany or any of its suppliers. For purposes of this Agreement, (i) customers shall include then current customers to which the Company provided products or services during the twelve months prior to the Last Date of Employment (the “One Year Lookback”), ) and customer prospects shall include customer prospects that the Company solicited during the One Year Lookback and that I Executive had significant contact with or learned confidential information about in the course of my his employment, and (ii) suppliers shall include then current suppliers and suppliers that provided services to or in connection with the Company during the One Year Lookback. (bii) I Executive shall not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is then employed or engaged by the Company. (ciii) Unless (iy) the Company terminates my his employment without Cause (as defined below) or I have Executive has been laid off; or (iiz) the Company waives the restrictions upon post-employment activities set forth in this Section 8(c8(h)(iii), then, the Company shall make garden leave payments to me Executive for the post-employment portion of the Restricted Period (but for not more than 12 months following the end of Executive’s employment) at the rate of 50% of the highest annualized base salary paid to me Executive by the Company within the two-year period preceding the last day of my Executive’s employment (“Garden Leave Pay”), and in exchange, I Executive shall not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the world, engage or otherwise participate in any business that isdevelops, in whole manufactures or in part, engagedmarkets any products, or preparing performs any services, that are competitive with the products or services of the Company, including, without limitation, any products or services that target amino acid homeostasis for therapeutic and health purposes via the use of amino acid modalities; or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during his employment. For purposes of this Agreement, and notwithstanding anything to engagethe contrary in any other agreement between the Company and Executive, in “Cause” shall mean a reasonable and good faith basis for the Business (as defined below)Company to be dissatisfied with Executive job performance, Executive’s conduct or Executive’s behavior. I acknowledge Executive acknowledges that this covenant is necessary because the Company’s legitimate business interests cannot be adequately protected solely by the other covenants in this Agreement. I Executive further acknowledge ACTIVE/97201856.2 acknowledges and agree agrees that any payments I receive Executive receives pursuant to this Section 8(c8(h)(iii) shall reduce (and shall not be in addition to) any severance or separation pay that I am he is otherwise entitled to receive from the Company pursuant to an agreement, plan this Agreement or otherwise. For purposes of this Agreement, and notwithstanding anything to the contrary in any other agreement between the Company and me:.

Nonsolicitation and Noncompetition. In order to protect the Company’s Proprietary Information and goodwill, during my employment and for a period of (i) one (1) year following the date of the cessation of my employment with the Company (the “Last Date of Employment”) or such shorter period as the Company designates in writing to me in connection with the ending of my employment relationship, or (ii) two (2) years following the Last Date of Employment if I breach my fiduciary duty to the Company or if I have unlawfully taken, physically or electronically, property belonging to the Company (in either case the “Restricted Period”)): (a) I shall not, directly or indirectly, in any manner, other than for the benefit of the Company, solicit or transact any business with any of the customers of the Company. For purposes of this Agreement, customers shall include then current customers to which the Company provided products or services during the twelve months prior to the Last Date of Employment (the “One Year Lookback”), and customer prospects that the Company solicited during the One Year Lookback and that I had significant contact with or learned confidential information about in the course of my employment. (b) I shall not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is then employed or engaged by the Company. (c) Unless (i) the Company terminates my employment without Cause (as defined below) or I have been laid off; or (ii) the Company waives the restrictions upon post-employment activities set forth in this Section 8(c), then, the Company shall make garden leave payments to me for the post-employment portion of the Restricted Period at the rate of 50% of the highest annualized base salary paid to me by the Company within the two-year period preceding the last day of my employment (“Garden Leave Pay”), and in exchange, I shall not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the world, engage or otherwise participate in any business that is, in whole or in part, engaged, or preparing to engage, in the Business (as defined below). I acknowledge that this covenant is necessary because the Company’s legitimate business interests cannot be adequately protected solely by the other covenants in this Agreement. I further acknowledge and agree that any payments I receive pursuant to this Section 8(c) shall reduce (and shall not be in addition to) any severance or separation pay that I am otherwise entitled to receive from the Company pursuant to an agreement, plan or otherwise. For purposes of this Agreement, and notwithstanding anything to the contrary in any other agreement between the Company and me:

Nonsolicitation and Noncompetition. In order to protect the Company’s Proprietary Information and goodwill, during my their employment and for a period of of: (i) one (1) year following the date of the cessation of my employment with the Company (the “Last Date of Employment”) or such shorter period as the Company designates in writing to me in connection with the ending of my employment relationshipTermination, or (ii) two (2) years following the Last Date of Employment Termination if I breach my Executive breaches their fiduciary duty to the Company or if I have Executive has unlawfully taken, physically or electronically, property belonging to the Company (in either case the “Restricted Period”)): (ai) I Executive shall not, directly or indirectly, in any manner, other than for the benefit of the Company, solicit or transact any business with any of the customers or customer prospects of the CompanyCompany or any of its suppliers. For purposes of this Agreement, (x) business shall include any business that researches, develops, manufactures, markets, sells or distributes a product or service that competes with a product or service of the Company, (y) customers shall include then current customers to which the Company provided products or services during the twelve 12 months prior to the Last Date of Employment Termination (the “One Year Lookback”), ) and customer prospects shall include customer prospects that the Company solicited during the One Year Lookback and that I Executive had significant contact with or learned confidential information about in the course of my their employment, and (z) suppliers shall include then current suppliers and suppliers that provided services to or in connection with the Company during the One Year Lookback. (bii) I Executive shall not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is then employed or engaged by the Company. (ciii) Unless (iy) the Company terminates my Executive’s employment without Cause (as defined below) or I have Executive has been laid off; or (iiz) the Company waives the restrictions upon post-employment activities set forth in this Section 8(c8(h)(iii), then, the Company shall make garden leave payments to me Executive for the post-employment portion of the Restricted Period (but for not more than 12 months following the end of Executive’s employment) at the rate of 50% of the highest annualized base salary paid to me Executive by the Company within the two-year period preceding the last day of my Executive’s employment (“Garden Leave Pay”), and in exchange, I Executive shall not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the world, engage or otherwise participate in any business that isdevelops, in whole manufactures or in part, engagedmarkets any products, or preparing performs any services, that are competitive with the products or services of the Company, including, without limitation, any products or services that target amino acid homeostasis for therapeutic and health purposes via the use of amino acid modalities; or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during their employment. For purposes of this Section 8(h)(iii) only, and notwithstanding anything to engagethe contrary in any other part of this Agreement or any other agreement between the Company and Executive, in “Cause” shall mean a reasonable and good faith basis for the Business (as defined below)Company to be dissatisfied with Executive job performance, Executive’s conduct or Executive’s behavior. I acknowledge Executive acknowledges that this covenant is necessary because the Company’s legitimate business interests cannot be adequately protected solely by the other covenants in this Agreement. I Executive further acknowledge acknowledges and agree agrees that any payments I receive Executive receives pursuant to this Section 8(c8(h)(iii) shall reduce (and shall not be in addition to) any severance or separation pay that I am they are otherwise entitled to receive from the Company pursuant to an agreement, plan this Agreement or otherwise. For purposes of this Agreement, and notwithstanding anything to the contrary in any other agreement between the Company and me:.

Nonsolicitation and Noncompetition. In order to protect the Company’s Proprietary Information and goodwill, during my employment and for a period of of: (i) one (1) year following the date of the cessation of my employment with the Company (the “Last Date of Employment”) or such shorter period as the Company designates in writing to me in connection with the ending of my employment relationship), or (ii) two (2) years following the Last Date of Employment if I breach my fiduciary duty to the Company or if I have unlawfully taken, physically or electronically, property belonging to the Company (in either case the “Restricted Period”)): (a) I shall not, directly or indirectly, in any manner, other than for the benefit of the Company, solicit or transact any business with any of the customers or clients of the CompanyCompany or any of its vendors. For purposes of this Agreement, (i) customers and clients shall include then current customers and clients to which the Company provided products or services during the twelve months prior to the Last Date of Employment (the “One Year Lookback”), ) and customer or clients prospects that the Company solicited during the One Year Lookback and that I had significant contact with or learned confidential information about in the course of my employment, and (ii) vendors shall include then current vendors and vendors that provided services to or in connection with the Company during the One Year Lookback. (b) I shall not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is then employed or engaged by the Company. (c) Unless (i) the Company terminates my employment without Cause (as defined below) or I have been laid off; or (ii) the Company waives the restrictions upon post-employment activities set forth in this Section 8(c), then, then the Company shall make garden leave payments to me for the post-employment portion of the Restricted Period (but for not more than 12 months following the end of my employment) at the rate of 50% of the highest annualized base salary paid to me by the Company within the two-year period preceding the last day of my employment (“Garden Leave Pay”), and in exchange, I shall not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the United States/world, engage or otherwise participate provide any of the types of services that I provided to the Company during the two years that immediately preceded the Last Date of Employment, in connection with any business that isdevelops, in whole manufactures, offers, produces, licenses or in part, engagedmarkets any products, or preparing to engagesolicits, provides, or performs any services, for pre-clinical, clinical or commercial stage products or product candidates in oncology that: (i) in the Business case of pre-clinical assets are focused on specific molecular targets that are identified by the Company as the primary intended molecular targets (e.g., the primary intended molecular targets of DCC-2618 would be the KIT and PDGFRa kinases) or (ii) in the case of clinical-stage or commercial assets are in active development for a particular label or indication (as defined below). I acknowledge by an active clinical protocol or prescribing information) that this covenant the Company is necessary because actively pursuing on the Company’s legitimate business interests cannot be adequately protected solely Last Date of Employment or is the subject of active planning by the other covenants in this Agreement. I further acknowledge and agree that any payments I receive pursuant to this Section 8(c) shall reduce (and shall not be in addition to) any severance or separation pay that I am otherwise entitled to receive from Company as of the Company pursuant to an agreement, plan or otherwiseLast Date of Employment. For purposes of this Agreement, and notwithstanding anything to the contrary in any other agreement between the Company and me:and

Nonsolicitation and Noncompetition. In order to protect the Company’s Proprietary Information and goodwill, during my employment and for a period of of: (i) one (1) year following the date of the cessation of my employment with the Company (the “Last Date of Employment”) or such shorter period as the Company designates in writing to me in connection with the ending of my employment relationship), or (ii) two (2) years following the Last Date of Employment if I breach my fiduciary duty to the Company or if I have unlawfully taken, physically or electronically, property belonging to the Company (in either case the “Restricted Period”)): (a) I shall not, directly or indirectly, in any manner, other than for the benefit of the Company, solicit or transact any business with any of the customers of the Company. For purposes of this Agreement, Agreement customers shall include then current customers to which the Company provided products or services during the twelve months prior to the Last Date of Employment (the “One Year Lookback”), ) and customer prospects that the Company solicited during the One Year Lookback and that I had significant contact with or learned confidential information about in the course of my employment. (b) I shall not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is then employed or engaged by the Company. (c) Unless (i) the Company terminates my employment without Cause (as defined below) or I have been laid off; or (ii) the Company waives the restrictions upon post-employment activities set forth in this Section 8(c), then, the Company shall make garden leave payments to me for the post-employment portion of the Restricted Period (but for not more than 12 months following the end of my employment) at the rate of 50% of the highest annualized base salary paid to me by the Company within the two-year period preceding the last day of my employment (“Garden Leave Pay”), and in exchange, I shall not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the worldUnited States provide any of the types of services that I provided to the Company during the two years that immediately preceded the Last Date of Employment, engage or otherwise participate in connection with any business that is, in whole manufactures or in part, engagedmarkets any immuno-oncology therapeutics targeting adenosine pathway inhibitors or TIGIT, or preparing products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during my employment; provided, however, provided that this shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company. For purposes of this Agreement, and notwithstanding anything to engagethe contrary in any other agreement between the Company and me, in “Cause” shall mean a reasonable and good faith basis for the Business (as defined below)Company to be dissatisfied with my job performance, my conduct or my behavior. I acknowledge that this covenant is necessary because the Company’s legitimate business interests cannot be adequately protected solely by the other covenants in this Agreement. I further acknowledge and agree that any payments I receive pursuant to this Section 8(c) shall reduce (and shall not be in addition to) any severance or separation pay that I am otherwise entitled to receive from the Company pursuant to an agreement, plan or otherwise. For purposes of this Agreement, and notwithstanding anything to the contrary in any other agreement between the Company and me:.