MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (this “Agreement”), effective as of the latest signature date set forth on the signature page hereto “[date-565]”, is entered into by and between Genemedi Biotechnology Co., Ltd, a company incorporated under the laws of People’s Republic of China [THE] identified on the signature page hereto, in each case havingan office at the applicableaddress set forth on the signature page hereto (each herein referredto individually as a “Party,” orcollectively as the “Parties”). In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following:

1. Purpose

Each Party has disclosed, and may further disclose, certain confidential technical and business information (in such capacity, a Party disclosing the information, the “Discloser”) to the other Party (in such capacity, a Party receiving the information, the “Recipient”), that Discloser desires Recipient to treat as confidential.

2. Confidential Information

A.   Definition. “Confidential Information” means: (i) any information (including any and all combinations of individual items of information) disclosed (directly or indirectly) by Discloser or its Representative (as defined below) to Recipient or its Representative pursuant to this Agreement that is in oral, written, graphic, machine readable or other tangible form (including, without limitation, trade secrets, know-how, inventions, ideas, discoveries, developments, designs, techniques, chemical compounds, building blocks, chemical libraries, reaction protocols for chemical libraries, chemical structures, chemical design and model relationship data, chemical databases, assays, samples, media and other biological materials, procedures and formulations for producing any such materials, products, processes, drawings, improvements, formulas, equations, methods, developmental or experimental work, research or clinical data, instruments, devices, computer software and hardware, and information regarding research, development, current and proposed products and services, marketing and selling, corporate structure, staff composition, business plans, business methods, budgets, finances, licensing, collaboration and development arrangements, prices and costs, buying habits and practices, contact and mailing lists and databases, vendors, customers and clients, and potential business opportunities) and is marked “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature (both technically and commercially); and (ii) information otherwise reasonably expected to be treated in a confidential manner (both technically and commercially) under the circumstances of disclosure under this Agreement or by the nature of the information itself. Confidential Information may include information of a third party that is in the possession of Discloser and is disclosed to Recipient under this Agreement.
B.   Exceptions. Confidential Information shall not, however, include any information that: (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure by Discloser to Recipient; (ii) becomes publicly known or made generally available after disclosure by Discloser to Recipient through no wrongful action or inaction of Recipient; (iii) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by Discloser to Recipient; (iv) is obtained by Recipient from a third party without an accompanying duty of confidentiality and without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information.
C.   Compelled Disclosure. If Recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Recipient will provide Discloser prompt written notice, if legally permissible, and will use its best efforts to assist Discloser in seeking a protective order or another appropriate remedy. If Discloser waives Recipient’s compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed; provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

3. Non-use and Non-disclosure

Recipient shall not use any Confidential Information of Discloser for any purpose except to evaluate and engage in discussions concerning the Opportunity. Recipient shall not disclose any Confidential Information of Discloser to third parties, except that, subject to Section 4 below, Recipient may disclose Discloser’s Confidential Information to the directors, officers, employees, agents, accountants, legal counsels or advisors of Recipient who are required to have such information in order to evaluate or engage in discussions concerning the Opportunity (collectively, the “Representatives”). Recipient shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody Discloser’s Confidential Information and that are provided to Recipient under this Agreement.

4. Maintenance of Confidentiality

Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Discloser. Without limiting the foregoing, Recipient shall take at least those measures that it employs to protect its own confidential information of a similar nature and shall ensure that its Representatives who have access to Confidential Information of Discloser have signed a non-use and non-disclosure agreement in content at least as protective of Discloser and its Confidential Information as the provisions of this Agreement, prior to any disclosure of Discloser’s Confidential Information to such Representative. Recipient shall promptly notify Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Discloser’s Confidential Information of which Recipient becomes aware. Both Parties agree not to disclose the existence and terms of this Agreement, the fact that the Confidentiality Information has been made available to the Recipient or any of its Representatives, and the fact that investigations, discussions or negotiations are or may be taking place with respect to the Opportunity, including the status thereof, the existence and content of this Agreement, and the proposed terms or conditions of any such investment, or other business relationship.

5. No Obligation

Nothing in this Agreement shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Opportunity. Nothing in this Agreement shall be construed to restrict either Party’s use or disclosure of its own Confidential Information. Neither the Confidential Information nor anything else in this Agreement will form the basis of any contract which will be constituted solely by any final agreement(s) to be negotiated and entered into between the Parties to this Agreement.

6. No Warranty

ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION, OR WITH RESPECT TO NON-INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY OR OF RECIPIENT.

7. Return of Materials

All documents and other tangible objects containing or representing Confidential Information that have been disclosed by Discloser to Recipient, and all copies or extracts thereof or notes derived therefrom that are in the possession of Recipient, shall be and remain the property of Discloser and shall be promptly returned to Discloser or destroyed (with proof of such destruction), each upon Discloser’s written request, provided, however, that Recipient may retain one copy of the Confidential Information and any analyses, compilations, notes, studies, memoranda or other documents Recipient prepared or prepared by Recipient’s Representatives in the Recipient’s secure archives for the purpose of monitoring compliance with its continuing obligations hereunder and for internal record purposes.

8. No License

Nothing in this Agreement is intended to grant any rights to Recipient under any patent, mask work right or copyright of Discloser, nor shall this Agreement grant Recipient any rights in or to the Confidential Information of Discloser except as expressly set forth in this Agreement.

9. Term

This Agreement shall continue in effect until terminated by mutual written agreement of the Parties or by written notice of termination by either Party to the other Party; provided, however, that (i) the obligation of the Recipient to protect any Confidential Information other than a trade secret shall continue for two years from the effective date of termination and (ii) such obligation to protect any Confidential Information constituting a trade secret shall survive until such Confidential Information of Discloser disclosed hereunder becomes publicly known or made generally available through no action or inaction of the Recipient. Those terms and conditions of this Agreement, which are, by their nature, meant to survive the term of this Agreement, shall so survive from the expiration or termination of this Agreement.

10. Remedies

Recipient agrees that any violation or threatened violation of this Agreement may cause irreparable injury to Discloser, entitling Discloser to seek injunctive relief in addition to all legal remedies.

11. Miscellaneous

This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign or otherwise transfer this Agreement without the prior written consent of the other Party; except that either Party may assign this Agreement without consent in connection with a merger, reorganization, consolidation, change of control, or sale of all or substantially all of the assets to which this Agreement pertains; provided that the assigning Party provides prompt written notice to the other Party of any such permitted assignment. Any assignment or transfer of this Agreement in violation of the foregoing shall be null and void. Each Party hereby represents and warrants that the persons executing this Agreement on its behalf have express authority to do so, and, in so doing, to bind such Party thereto. This Agreement contains the entire agreement between the Parties with respect to the Opportunity and supersedes all prior written and oral agreements between the Parties regarding the Opportunity. If a court or other body of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. No provision of this Agreement may be waived except by a writing executed by the Party against whom the waiver is to be effective. A Party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement. No provision of this Agreement may be amended or otherwise modified except by a writing signed by the Parties to this Agreement. The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, but all of which together constitute one and the same agreement. This Agreement may be executed and delivered using electronic signature software or facsimile transmission, and electronic or facsimile copies of executed signature pages shall be binding as originals.

12. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the People’s Republic of China.

13. Disputes

Any dispute arising out of or in connection with this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration. The arbitration shall be conducted according to CIETAC’s arbitration rules in effect at the time of applying for arbitration. The place of arbitration shall be Beijing, China, or such other place as may be agreed upon by the Parties. Both Parties shall attempt to agree upon one arbitrator, but if they are unable to agree, each shall appoint an arbitrator and these two shall appoint a third arbitrator.

IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed this Agreement as of the respective dates set forth below.

Genemedi Biotechnology Co., Ltd	[THE]
Authorized Signatory:	Authorized Signatory:
Date: 2022-11-01	Date:
Email: [email protected]	Email: