Mutual CONFIDENTIALITY AGREEMENT

This Mutual Confidentiality Agreement (this “Agreement”) is entered into effective as of , 2023 (“Effective Date”), by and between [COMPANY], a Delaware corporation, (together with its parent, subsidiary, and affiliate entities, herein referred to as “[COMPANY]”), and [PARTY B]_., a California limited liability company, (together with its parents, subsidiaries, and affiliate entities, herein referred to as the “Company”). [PARTY A] and the Company may be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

WHEREAS, the Parties wish to discuss and evaluate a potential business relationship or other transaction between or involving [PARTY A] and the Company (the “Potential Transaction”);

WHEREAS, in connection with such discussions and evaluations, each Party may disclose Proprietary Information to the other Party or have Proprietary Information on a location controlled by the other Party; and

WHEREAS, the Parties are entering into this Agreement to protect such Proprietary Information and to restrict its use.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

For purposes of this Agreement, the term “Proprietary Information” means, with respect to a Party, information that is furnished or otherwise disclosed by a Party or any of its Representatives (collectively, the “Disclosing Party”) to the other Party or any of its Representatives (such other Party and all of its Representatives, collectively, “Recipient”), directly or indirectly, in writing, orally, or by inspection of tangible objects. Information shall include, but not be limited to, the physical and chemical characteristics of compounds, product specifications, trade secrets, operations, processes or know-how (whether formally registered as a trade secret or not), compositions, formulations, formulation techniques, analytical methodology, safety and efficacy data, testing data, future market and product plans, samples and other information of a technical, scientific, or economic nature, prototypes, samples, equipment, and the configuration and/or operation of equipment, that: (a) is designated as “confidential,” “proprietary,” or some similar designation, (b) is otherwise reasonably identifiable as the confidential or proprietary information of the Disclosing Party, or (c) under the circumstances of disclosure should reasonably be considered as confidential or proprietary information of the Disclosing Party, including, in each of the cases described in the subsections (a), (b), and (c), any such items or information furnished prior to the execution of this Agreement, together with all analyses, compilations, studies, memoranda, notes or other documents, records or data (in whatever form maintained) prepared by the Recipient or any of its Representatives which contain or otherwise reflect or are generated from such information. Proprietary Information may also include information disclosed to the Disclosing Party by third parties. Information communicated orally will be considered Proprietary Information if the information is identified as “confidential” or “proprietary” at the time of disclosure and confirmed in writing as being Proprietary Information within a reasonable time after the initial disclosure. Proprietary Information, however, will not include any information that: (i) was at the time of disclosure, or becomes through no breach of the Recipient's obligations hereunder, known to the public; (ii) becomes known to the Recipient from sources other than the Disclosing Party under circumstances not involving any breach of any confidentiality obligation; or (iii) is independently developed by the Recipient prior to the date of disclosure, as evidenced by the written records thereof.