Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by,"

Section 1.2 — Other Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. Terms defined in the singular shall have a correlative meaning when used in the plural, and vice versa, and words of any gender shall be deemed to include each other gender, in each case as the context requires.

Section 1.3 — Construction. The headings and captions in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless the context otherwise requires, the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." References to "Articles," "Sections," and "Schedules" refer to the Articles, Sections, and Sched

ARTICLE II — NON-COMPETITION COVENANT

Section 2.1 — Non-Competition. During the Restricted Period, the Key Employee shall not, directly or indirectly, alone or in association with any other Person, whether as a principal, agent, partner, officer, director, stockholder, employee, member, consultant, advisor, independent contractor, licensor, licensee, financier, investor, or in any other capacity whatsoever: (a) engage in, own, manage, operate, control, f

Section 2.2 — Scope and Reasonableness. The Key Employee acknowledges and agrees that: (a) The duration of the Restricted Period (two (2) years from the Closing Date) is reasonable and appropriate given the nature and scope of the Business, the Key Employee's senior role within the Company, the Key Employee's extensive access to and possession of Confidential Information and Trade Secrets, and the period of time reas

ARTICLE III — NON-SOLICITATION COVENANTS

Section 3.1 — Non-Solicitation of Employees. During the Restricted Period, the Key Employee shall not, directly or indirectly, whether on the Key Employee's own behalf or on behalf of any other Person: (a) Solicit, recruit, hire, or attempt to Solicit, recruit, or hire any Person who is, or was at any time within the six (6) months immediately prior to the date of such Solicitation, an employee, officer, or independe

Section 3.2 — Non-Solicitation of Business Relationships. During the Restricted Period, the Key Employee shall not, directly or indirectly, whether on the Key Employee's own behalf or on behalf of any other Person: (a) Solicit, divert, or take away, or attempt to Solicit, divert, or take away, any customer, client, collaborator, licensor, licensee, clinical trial site, principal investigator, sub-investigator, vendor

Section 3.3 — Non-Interference. During the Restricted Period, the Key Employee shall not, directly or indirectly, interfere with or disrupt, or attempt to interfere with or disrupt, the business, operations, contractual relationships, or business relationships of the Company, Buyer, or any of their respective Affiliates. Without limiting the generality of the foregoing, the Key Employee shall not make any disparaging

Section 4.1 — Confidentiality Obligations. The Key Employee acknowledges that, during the course of the Key Employee's employment and other engagement with the Company, the Key Employee has had access to and has obtained Confidential Information and Trade Secrets that are of significant competitive value to the Company and, following the Closing, to Buyer. The Key Employee shall not, at any time during or after the R

Section 4.2 — Return of Materials. Upon the Closing Date, or, if later, upon the termination of the Key Employee's employment or other engagement with the Company or Buyer for any reason, the Key Employee shall promptly: (a) return to Buyer (or, if directed by Buyer, destroy) all originals and copies of documents, materials, files, records, correspondence, notebooks, reports, presentations, data compilations, electro

Section 4.3 — Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), the Key Employee is hereby notified as follows: (a) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made in confidence to a Federal, State, or local government official, either directly or indire

ARTICLE V — INTELLECTUAL PROPERTY ASSIGNMENT

Section 5.1 — Assignment of Inventions. The Key Employee agrees and acknowledges that all inventions, discoveries, developments, improvements, innovations, ideas, concepts, works of authorship, designs, processes, methods, techniques, algorithms, software, data, databases, formulations, compounds, compositions of matter, biological materials, and all related intellectual property rights (including all patent rights,

Section 5.2 — Cooperation. The Key Employee shall, during and after the Restricted Period, reasonably cooperate with Buyer, at Buyer's sole cost and expense (including reimbursement of the Key Employee's reasonable out-of-pocket expenses), in connection with the preparation, prosecution, maintenance, enforcement, or defense of any patents, patent applications, trademarks, trademark applications, copyrights, copyright

Section 6.1 — Equitable Relief. The Key Employee acknowledges and agrees that: (a) A breach or threatened breach of any of the covenants or obligations of the Key Employee contained in this Agreement (including, without limitation, the covenants set forth in Articles II, III, IV, and V) would cause irreparable harm to Buyer and the Company, the nature and extent of which would be difficult or impossible to ascertain,

Section 6.2 — Extension of Restricted Period. If the Key Employee violates any provision of Article II or Article III of this Agreement, the Restricted Period applicable to the covenant so violated shall be automatically extended by a period of time equal to the duration of such violation, commencing on the date on which such violation ceases, such that Buyer receives the full benefit of the agreed-upon duration of t

Section 6.3 — Indemnification. The Key Employee shall indemnify, defend, and hold harmless Buyer and its Affiliates (including, following the Closing, the Company), and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Buyer Indemnified Parties"), from and against any and all losses, damages, liabilities, deficiencies, claims, actions, suits, proceedings, judgments,

ARTICLE VII — REPRESENTATIONS AND ACKNOWLEDGMENTS

Section 7.1 — Key Employee's Representations. The Key Employee hereby represents and warrants to Buyer as follows: (a) The Key Employee has the legal capacity and right to execute, deliver, and perform this Agreement. This Agreement has been duly executed and delivered by the Key Employee and constitutes the legal, valid, and binding obligation of the Key Employee, enforceable against the Key Employee in accordance w

Section 7.2 — Adequate Consideration. The Key Employee acknowledges and agrees that the consideration received by the Key Employee in connection with the Transactions, including without limitation the per-share consideration payable under the Purchase Agreement with respect to the Key Employee's equity holdings in the Company (as set forth on Schedule A hereto), the continued employment opportunities with the Company

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Governing Law. This Agreement and any claim, controversy, or dispute arising out of or relating to this Agreement, or the negotiation, execution, validity, interpretation, performance, breach, or termination hereof, shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or princ

Section 8.2 — Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court of the United States of America sitting in the State of Delaware, and if no such federal court accepts jurisdicti

Section 8.3 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, A

Section 8.4 — Severability and Judicial Modification. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement (or the remaining portion of the affected provision), and all other provisions of this Agreement (and the remaining

Section 8.5 — Entire Agreement. This Agreement, together with the Purchase Agreement, any exhibits and schedules hereto and thereto, and any other agreements or instruments expressly referenced herein or therein, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commit

Section 8.6 — Amendment and Waiver. This Agreement may not be amended, modified, supplemented, or restated except by a written instrument duly executed by both Parties. No waiver by either Party of any breach or default of any term, condition, or provision of this Agreement shall be deemed a waiver of any other or subsequent breach or default, whether of a similar or different nature. No failure or delay by either Pa

Section 8.7 — Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns. The Key Employee may not assign, delegate, or otherwise transfer this Agreement or any of the Key Employee's rights or obligations hereunder, in whole or in part, without the prior written consent of B

Section 8.8 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and received (a) upon delivery, if delivered personally (including by nationally recognized overnight courier service) to the Party to be notified, (b) upon sending, if sent by electronic mail during normal busin

Section 8.9 — Counterparts. This Agreement may be executed in any number of counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which when so executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transm

Section 8.10 — Third-Party Beneficiaries. The Company and its Affiliates (including, following the Closing, the subsidiaries and Affiliates of Buyer) are intended third-party beneficiaries of this Agreement and shall have the right, without the consent of any other Person, to enforce any and all provisions of this Agreement as if they were parties hereto. Except as expressly set forth in the preceding sentence, this

Section 8.11 — Survival. The covenants, agreements, representations, and warranties of the Key Employee contained in this Agreement shall survive the Closing and the consummation of the Transactions, and shall not be affected by any investigation or examination conducted by or on behalf of Buyer, whether before or after the Closing, or by any information that Buyer may have or obtain with respect thereto. Without lim

Section 8.12 — Relationship to Purchase Agreement. This Agreement is being executed and delivered pursuant to, and as contemplated by, the Purchase Agreement. The Parties acknowledge and agree that this Agreement is one of the ancillary agreements contemplated by the Purchase Agreement, and the execution and delivery of this Agreement by the Key Employee is an express condition to Buyer's obligations to consummate th