MUTUAL CONFIDENTIALITY AGREEMENT

This Mutual Confidentiality Agreement (the “Agreement”), is made and entered into as of _________________, 2020 (the “Effective
Date”), by and between ,a with its
principal office located at (“Company”) and Kymeta Corporation, a
Delaware corporation, including any of its wholly owned subsidiaries, with its principal office located at 12277 134th Ct. NE, Suite 100,
Redmond, WA 98052 (“Kymeta”). Company and Kymeta may be individually referred to as a “Party” and collectively as the “Parties.”

The Parties wish to explore areas of mutual interest and benefit in connection with certain proposed transactions (“Proposed
Transactions”) and certain Confidential Information (as defined below) may be transmitted from the disclosing Party (“Discloser”) to the
receiving Party (“Recipient”) for review and evaluation of the potential business relationship between the Parties and the Proposed
Transactions (“Purpose”). The Parties agree as follows:

1. DEFINITIONS
1.1 “Confidential Information” means any trade secrets or
other non-public information of Discloser, whether of a technical,
business or other nature (including, without limitation,
information relating to Discloser’s technology, software, products,
services, designs, methodologies, business plans, finances, pricing,
marketing plans, customers, prospects or other affairs), that is
disclosed to Recipient in any tangible medium or any non-public
information that is observed or heard while on a Party’s facilities
or premises during the Term, including, without limitation, any
information which Recipient knows or reasonably should
understand to be confidential, proprietary or trade secret
information of Discloser. Confidential Information also includes
any information that has been made available to Discloser by third
parties that Discloser is obligated to keep confidential. Information
need not be marked confidential to be considered Confidential
Information. Confidential Information does not include any
information that: (a) as can be demonstrated by Recipient's
records, is or was acquired by Recipient from a third party and is
not subject to an unexpired obligation to such third party
restricting Recipient’s use or disclosure thereof; (b) as can be
demonstrated by Recipient’s records, is independently developed
by Recipient without reliance upon or use of any of the
Confidential Information; or (c) is or has become generally publicly
available through no fault or action of Recipient.
1.2 “Term” means the exchange of information period
beginning with the Effective Date for a period of five (5) years.
2. CONFIDENTIALITY
uses with its own Confidential Information and in no event less
than a reasonable degree of care.
2.2 Recipient agrees that it: (a) will not use, disclose,
disseminate or distribute any Confidential Information to any third
party; (b) will not reverse engineer any product, sample, formula
or prototype, or reverse engineer, decode, decompile or
disassemble any computer program, products or equipment
included in such Confidential Information, nor authorize or enlist
any third party to do the same; and (c) will not remove or
obliterate markings (if any) on Confidential Information indicating
its proprietary or confidential nature.
2.3 Recipient may make the Confidential Information
available only to those of its employees, agents, professional
advisors (lawyers, accountants, etc…) and other representatives
(“Representatives”) who have a need to know for the Purpose and
are subject to confidentiality obligations with restrictions
substantially similar to those contained in this Agreement. Before
doing so, Recipient must inform its Representatives that the
Confidential Information belongs to Discloser and is subject to this
Agreement. Notwithstanding the foregoing, Recipient will be liable
for breach of the terms of this Agreement by any of its
Representatives.
2.4 Recipient may disclose or produce any Confidential
Information if and to the extent required by any discovery request,
subpoena, court order or governmental action, provided that
before doing so, Recipient will give Discloser reasonable advance
notice to seek a protective order, object or obtain other
appropriate relief regarding such disclosure.

2.1 During the Term, the Parties agree that Confidential
Information is made available to Recipient solely for the Purpose.
Recipient will protect all Confidential Information from any
unauthorized use, disclosure, copying, dissemination or
distribution, using the same degree of care and discretion as it
2.5 All Confidential Information is the property of Discloser.
This Agreement will not be interpreted or construed as granting
any license or other right under any patent, copyright, trademark,
trade-secret or other intellectual or proprietary right. Recipient
will promptly destroy and certify in writing its destruction or
return Confidential Information to Discloser upon the earlier of

Company Initials: _________________________ Kymeta Initials: _________________

Date: __________________________ 1 Date: _______________________
Mutual Confidentiality Agreement Rev May-2020
Discloser’s request or when they are no longer needed for the
Purpose.
2.6 Confidential Information disclosed under this Agreement,
including technical data and technology, may be subject to United
States export control and trade sanctions laws and regulations,
including without limitation the Export Administration
Regulations, 15 CFR Parts 730-774 (“EAR”), and the International
Traffic in Arms Regulations (22 Parts 120-130) (“ITAR”, and
together with the EAR, the “U.S. Export Control Laws”). Some
information may be controlled under ECCN 5A991, 5E991 or other
classifications under which export to nations such as Cuba, Iran,
Sudan, Syria, North Korea and/or the Crimea region of Ukraine, or
the governments or nationals thereof, is restricted.
Subject to and not in derogation of the restrictions on disclosure
imposed by this Agreement, the Parties agree to strictly comply
with all U.S. Export Control Laws applicable to the transfer, export
or re-export of Confidential Information to any person or entity,
including the acquisition of any necessary export, reexport,
retransfer or deemed export license; provided, however, that the
Recipient must first obtain the written consent of the Discloser
prior to submitting any request for a license or other governmental
authority to export, reexport or retransfer Confidential
Information. In the event of any conflict between the U.S. Export
Laws and the laws of any other nation or the State of Washington,
the U.S. Export Laws will control.
3. MISCELLANEOUS
3.1 Discloser does not make any representation or warranty,
express or implied, with regard to any Confidential Information.
Without limitation of the foregoing, the Confidential Information
is made available under this Agreement “AS IS,” with all defects,
errors, and deficiencies, and without any representation or
warranty as to completeness or accuracy.
3.2 Recipient’s obligations with respect to any Confidential
Information, including compliance with U.S. Export Laws under
Section 2.6, will survive the expiration of the Term.
3.3 In the event of any breach of this Agreement, Discloser
may suffer irreparable harm and have no adequate remedy at law.
In such event or the threat of any such event, Discloser will be
entitled (in addition to any and all other remedies) to injunctive
relief, specific performance and other equitable remedies without
proof of monetary damages or the inadequacy of other remedies.
3.4 No Party may assign its rights or delegate its duties or
obligations under this Agreement without the other Party’s prior
written consent. Notwithstanding the foregoing, Metamaterials IP
Company, LLC (“MIPCO”) is an express third-party beneficiary of
all of Kymeta's rights and Company’s obligations under this
Company Initials: _________________________
Date: __________________________
Mutual Confidentiality Agreement
Agreement as such rights and obligations relate to any intellectual
property licensed by MIPCO to Kymeta.
3.5 The protections afforded to the Confidential Information
under this Agreement are in addition to, and not in lieu of, the
protections afforded under any applicable trade secrets laws,
including the Uniform Trade Secrets Act.
3.6 This Agreement will be governed by the laws of the State
of Washington. The Parties hereby consent to the jurisdiction and
venue of the state and Federal courts in King County, Seattle,
Washington with regard to any actions arising under this
Agreement.
3.7 This Agreement will not be construed to create an
obligation by either Party to enter into a contract, subcontract or
other business relationship.
3.8 The Parties agree that this Agreement may be signed by
means of electronic signature technology pursuant to the U.S.
Federal ESIGN Act and any applicable state laws. This Agreement
may be executed in multiple counterparts, each of which so
executed will be considered an original. Once signed, any accurate
reproduction of this Agreement made by reliable means (for
example, electronic image, photocopy, or facsimile) will be
considered an original.
3.9 This Agreement may not be amended, except by a writing
signed by both Parties.
Agreed and accepted as of the Effective Date.
Company
Signature
Name
Title
Date
Kymeta Corporation
Signature
Name
Title
Date
Kymeta Initials: _________________
2 Date: _______________________
Rev May-20