Data Room User Agreement

This User Agreement (the “Agreement”) is a legally binding contract between Maxwell Biosciences, Inc., together with its parents, subsidiaries, affiliates, successors, and permitted assigns (“Company”), and the individual or entity accessing the Sites or Materials (“User” or “you”). By entering credentials and selecting “Sign in,” logging in, accessing any authenticated portion of the Data Room, or receiving any Materials through the Data Room, User affirmatively accepts every provision of this Agreement and intends to be legally bound. If User does not agree without qualification, User must not log in or use the Data Room.

User acknowledges that Company is voluntarily providing access it has no independent duty to provide. The opportunity to review Company's sensitive internal plans, scientific and regulatory strategy, business information, analyses, and other Materials, together with continued consideration of User for a possible investment, insider, advisory, employment, or business relationship, constitutes substantial, sufficient, present, and continuing consideration for User's promises. User acknowledges that this access has significant commercial value, that Company reasonably relies on User's promises before permitting access, and that access may be withdrawn at any time without eliminating obligations that have already arisen.

This Agreement supplements any confidentiality disclosure agreement, nondisclosure agreement, subscription document, investor representation, employment agreement, board obligation, or other written agreement between User and Company. The more protective lawful term controls with respect to Company and its information. No other agreement limits this Agreement unless it identifies this Agreement by name and is signed by an authorized Company officer.

The Data Room Privacy Notice, currently version MXW-PN-2026-08-25-v1, is incorporated for its disclosures and consents. A successful login requires separate affirmative acceptance of that Notice and records the then-current versions of both documents.

“Data Room” means dd.mxw.ai and every authenticated page, service, download, response, communication, or feature made available through it. “Sites” means the Data Room, dd.mxw.ai, www.mxw.ai, mxw.ai, maxwellbiosciences.com, and any successor, subdomain, mirror, preview, or Company-controlled site through which Materials are provided. “Materials” means all content, data, text, answers, prompts, source excerpts, documents, files, images, charts, timelines, budgets, forecasts, capitalization information, regulatory or development plans, models, protocols, inventions, trade secrets, know-how, correspondence, metadata, interface elements, and information disclosed directly or indirectly through or in connection with the Sites, whether oral, written, electronic, visual, machine-generated, observed, inferred, downloaded, copied, remembered, or derived.

“Company Parties” means Company and each of its present and former affiliates, stockholders, directors, board observers, officers, managers, employees, founders, scientists, consultants, agents, attorneys, accountants, financing sources, licensors, vendors, and representatives, and their respective successors, heirs, and assigns. “Claim” means every claim, controversy, demand, dispute, cause of action, investigation, proceeding, liability, loss, or request for relief, whether known or unknown and whether arising in contract, tort, statute, equity, fiduciary duty, securities law, common law, or any other theory.

User represents and warrants that User is at least eighteen years old, has legal capacity, is not prohibited from receiving the Materials, and has provided complete and accurate identity and contact information. User may not share credentials, permit another person to use User's account, use a false identity, conceal a beneficial principal, or access an account issued to another person. Company may treat all activity performed with User's credentials as activity authorized by User until Company receives and acts on written notice of compromise.

If User acts for an entity, fund, employer, syndicate, family office, adviser, or other principal, User represents that User has authority to bind that principal, and “User” includes both the individual and principal, jointly and severally. User will promptly disclose all principals and beneficial recipients upon Company request. No person is a third-party beneficiary of User's access rights.

Subject to continuous compliance, Company grants User a personal, limited, nonexclusive, nontransferable, nonsublicensable, revocable license to view Materials solely for the Authorized Purpose defined below. No ownership, commercial license, intellectual-property license, right of first refusal, information right, governance right, inspection right, shareholder right, or entitlement to future access is granted or implied.

Company may condition, monitor, suspend, narrow, or terminate access; change disclosure levels; remove Materials; require additional verification; or refuse any request at any time, with or without cause or notice. Termination does not authorize continued use and does not affect confidentiality, nonuse, audit, indemnity, dispute-resolution, or other provisions intended to survive.

Company considers the Materials exceptionally important to its scientific mission, competitive position, financing prospects, regulatory strategy, intellectual property, management, directors, employees, and stockholders. Disclosure is voluntary, selective, and made only to investors, prospective investors, Company insiders, and other persons whom Company believes are working in good faith toward the best interests of Company, its management, and its board of directors.

User may use the Materials only to evaluate or advance a relationship expressly approved by Company and in a manner consistent with the best interests of Company, its management, and its board (the “Authorized Purpose”). User may not use access as leverage in a current or historical conflict, to pursue a collateral objective, to obtain tactical advantage, or to create duties Company has not accepted in a signed writing. Nothing in this recital makes User an agent, fiduciary, partner, representative, or spokesperson of Company.

All nonpublic Materials are confidential and proprietary (“Confidential Information”), whether or not marked confidential and whether or not they qualify as trade secrets. Confidential Information includes the existence and scope of access; credentials; identities of other users; questions asked; answers received; internal plans; scientific, clinical, manufacturing, regulatory, financial, governance, capitalization, transaction, personnel, and commercial information; and all notes, summaries, screenshots, recollections, analyses, models, or derivative materials that contain or reveal it.

User will hold Confidential Information in strict confidence, use at least the highest degree of care User applies to its own most sensitive information and no less than reasonable care, and disclose it only as this Agreement expressly permits. User will not publish, transmit, post, quote, summarize, screenshot, record, copy, download, scrape, train a model on, upload to an external artificial-intelligence service, reverse engineer, disclose, or make Confidential Information available to any unauthorized person or system. User may not confirm or deny information in response to rumor, press inquiry, social-media discussion, litigation tactic, investor outreach, or competitor inquiry.

These duties apply indefinitely to trade secrets and, for other Confidential Information, until the later of ten years after User's last access or the date the information lawfully becomes public through no act or omission of User. Information is excluded only to the extent User proves with contemporaneous written records that it was lawfully known without restriction before disclosure, independently developed without direct or indirect use, or lawfully received from a third party authorized to disclose it. Aggregated, combined, or contextual information is not excluded merely because individual elements are public.

User may disclose Confidential Information to an attorney, accountant, or investment professional only when that person has a genuine need to know for the Authorized Purpose, is identified to Company on request, and is bound in writing by duties at least as protective as this Agreement. User remains directly and fully liable for every act or omission of a representative, device, service provider, employer, fund, affiliate, or system to which User provides or permits access, as though it were User's own act.

User will not disclose Materials to a competitor, activist, adverse claimant, litigation funder, journalist, blogger, government-relations campaign, public relations adviser, social-media account, general partner, limited partner, portfolio company, co-investor, or prospective syndicate member without Company's prior written consent in each case.

User will maintain appropriate administrative, physical, and technical safeguards, including unique credentials, device locking, current security updates, malware protection, encrypted storage, and access limited to authorized persons. User will not access the Data Room from a public terminal, shared account, or system controlled by an unapproved person. User must notify Company immediately—and in all events within twelve hours—of suspected loss, compromise, unauthorized access, disclosure, legal demand, or inability to comply, and must provide continuous cooperation in containment, remediation, notice, investigation, and recovery.

Upon request or termination, User will immediately stop use and, within forty-eight hours, return or permanently delete all Materials and derivative copies from accounts, devices, backups under User's control, collaboration tools, and artificial-intelligence systems, then certify compliance in a signed writing. One archival copy may be retained only if required by law, inaccessible for ordinary business use, and continuously protected by this Agreement. Company may require litigation-hold preservation instead of deletion.

Because unauthorized disclosure may be difficult to detect and quantify, User grants Company broad audit and verification rights to the fullest extent permitted by law. If Company suspects a breach, identifies a security concern, is investigating use of the Materials, or for any other compliance, security, legal, governance, or business reason determined by Company in its sole discretion, User will promptly preserve and provide records reasonably requested by Company concerning access, use, storage, transmission, or disclosure of Materials.

These records may include relevant business and personal email messages and headers, telephone and messaging records, call and text metadata, device and browser logs, access histories, cloud-storage logs, collaboration records, recipient identities, backups, and forensic images, to the extent User possesses, controls, or may lawfully obtain or consent to their production. User affirmatively consents to Company's review of responsive records, will execute lawful authorizations and obtain necessary permissions from device, account, employer, or plan owners, and will not delete, conceal, alter, or route around responsive information after access begins or an audit is anticipated.

An audit will be tailored to lawful compliance and investigation needs. Nothing in this Agreement authorizes Company to impersonate User, bypass credentials, intercept a communication unlawfully, compel a service provider to violate law, or access records without any consent, process, or authorization required by applicable law. Company may use independent forensic, legal, or security professionals bound by confidentiality. User will cooperate at User's expense, and Company may seek immediate preservation, discovery, subpoena, injunctive, or arbitral relief if User does not cooperate.

TO THE FULLEST EXTENT PERMITTED BY LAW, USER WILL NOT INTERFERE WITH COMPANY BUSINESS, INCLUDING CORPORATE OR ADMINISTRATIVE BUSINESS; WILL NOT MAKE IMPROPER, COERCIVE, OR EXTRA-CONTRACTUAL DEMANDS UPON COMPANY IN CONNECTION WITH ANY REINCORPORATION, STATE FILING, SEC FILING, SECURITIES MATTER, REGULATORY FILING, FINANCING, GOVERNANCE ACTION, OR ORDINARY-COURSE OPERATION; AND WILL NOT USE THE MATERIALS TO COMPETE WITH, DISRUPT, DETRACT FROM, OBSTRUCT, OR OTHERWISE HARM COMPANY'S BUSINESS IN ANY WAY.

User expressly promises not to threaten Company or any Company Party; threaten or pursue litigation in bad faith or contrary to the arbitration requirements below; organize or assist a coercive campaign based on the Materials; seek to overthrow or improperly remove management or the board of directors; solicit employees, investors, counterparties, or regulators for a disruptive purpose; or otherwise distract Company from pursuing its day-to-day scientific, clinical, regulatory, financing, and corporate business. User will present any bona fide concern through the confidential procedures in this Agreement and will use User's fullest and most complete good-faith efforts to comply with lawful Company requests and requirements despite any present or past conflict with Company.

This Section does not waive a right that cannot lawfully be waived, prevent truthful communication with a government agency, restrict protected whistleblowing, bar compliance with legal process, or prohibit the good-faith exercise of a mandatory right under applicable corporate or securities law. Any private Claim not within those nonwaivable exceptions must be pursued only through the confidential Texas arbitration process below.

User will not use Materials to develop, finance, advise, market, acquire, support, or improve a competing product, program, transaction, claim, or strategy; to avoid or design around Company intellectual property; to recruit Company personnel; to interfere with a relationship or opportunity; to trade securities; to pursue a corporate opportunity; to disparage Company; or to benefit an adverse party. This is a confidentiality and use restriction tied to voluntary access, not a grant of any right to compete using other persons' property.

User will not contact a source, investigator, regulator, vendor, manufacturer, collaborator, employee, director, stockholder, financing source, or counterparty identified through the Materials about Company or the Materials without prior written authorization. User will not bypass Company to pursue any transaction, relationship, invention, or opportunity revealed through access.

USER AGREES THAT EVERY ITEM, MATERIAL, STATEMENT, IMAGE, MODEL, TIMELINE, ESTIMATE, PROJECTION, PLAN, RESPONSE, AND OTHER CONTENT ON OR OBTAINED THROUGH DD.MXW.AI, WWW.MXW.AI, MXW.AI, AND MAXWELLBIOSCIENCES.COM IS PROVIDED FOR ILLUSTRATION PURPOSES ONLY.

“Illustration purposes only” means the content may be hypothetical, simplified, incomplete, unaudited, preliminary, aspirational, subject to assumptions, automatically generated or summarized, changed without notice, and unsuitable as the sole basis for any medical, scientific, regulatory, investment, governance, legal, tax, accounting, commercial, or personal decision. Materials do not constitute a representation, warranty, promise, covenant, commitment, guarantee, valuation, forecast of actual results, or statement of all information that may be material. User will independently investigate and consult qualified advisers before acting.

Express Agreement exception. The illustration-only disclaimer does not apply to this User Agreement, any privacy notice, any electronic-consent notice, or an agreement separately identified by Company as legally binding. User expressly agrees that this User Agreement is a valid and enforceable contract upon User's login and is not an illustration, projection, or nonbinding draft. In a conflict, this Agreement controls the legal conditions of access. Official executed transaction documents and filed governmental records speak for themselves according to their terms, but their appearance or summary on a Site remains illustration-only unless Company expressly states otherwise in a signed writing.

Product candidates, compounds, indications, protocols, mechanisms, and development paths discussed in the Materials may be investigational; may not have been approved, cleared, validated, or evaluated by the U.S. Food and Drug Administration or another authority; may change materially; and may never prove safe, effective, scalable, financeable, or commercially viable. Preclinical, computational, in vitro, ex vivo, animal, retrospective, or preliminary observations do not establish safety or effectiveness in humans.

The Sites do not provide medical advice, diagnosis, prescribing, treatment, or instructions for use. User will not use Materials to make clinical decisions, promote an unapproved use, treat a patient, design unsupervised research, or characterize a candidate as approved. Qualified healthcare and regulatory professionals must independently evaluate any issue.

Materials may contain forward-looking statements and estimates concerning research, trials, regulatory interactions, designations, approvals, exclusivity, intellectual property, hiring, manufacturing, financing, partnerships, market size, pricing, revenue, costs, milestones, timing, strategy, corporate transactions, or future performance. Such statements involve known and unknown risks, dependencies, assumptions, and uncertainties. Actual events and results may differ materially, adversely, and without warning.

Company undertakes no duty to update, correct, reconcile, or continue any statement, estimate, response, or Material except where nonwaivable law expressly requires it. A status label, timeline, budget, designation, potential approval, exclusivity period, or revenue range is not a promise that an event has occurred or will occur.

Materials are not an offer to sell or solicitation to buy securities, and are not investment, legal, tax, accounting, scientific, regulatory, or other professional advice. No security may be offered or sold except through definitive documents and in compliance with applicable law. Company has not undertaken to provide all information a reasonable investor may consider material and does not act as User's adviser, broker, fiduciary, partner, or agent.

User is sophisticated enough to evaluate access or is represented by qualified advisers; will conduct independent diligence; and will rely only on representations expressly set forth in a definitive written agreement signed by an authorized Company officer. No portal access, conversation, response, silence, update, or course of dealing creates a fiduciary, disclosure, inspection, or continuing-information duty.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITES, MATERIALS, ACCESS, RESPONSES, AND SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS,” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY DISCLAIMS ALL WARRANTIES OF ACCURACY, COMPLETENESS, CURRENCY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SECURITY, AVAILABILITY, RESULTS, AND ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Company does not warrant that access will be uninterrupted or error-free; that a response is grounded, complete, or free of hallucination; that a source is authentic or current; that a download is free of harmful code; or that access will meet User's needs. User assumes all risk of access, review, storage, reliance, and use.

Company and its licensors retain every right, title, and interest in the Sites and Materials, including patents, patent applications, trade secrets, copyrights, trademarks, data, compilations, models, know-how, and derivative works. No right is granted by implication, estoppel, exhaustion, or otherwise. Maxwell Biosciences, Company product names, logos, and related marks may not be used without prior written permission.

If User provides feedback, ideas, corrections, questions, or suggestions, User grants Company an irrevocable, perpetual, worldwide, transferable, sublicensable, royalty-free right to use, modify, commercialize, publish, and exploit them without attribution, restriction, or compensation. User represents that such feedback may be lawfully provided and does not contain another person's confidential information.

User will not, directly or indirectly:

• circumvent authentication, disclosure levels, rate limits, or security controls;
• probe, scan, test, disrupt, overload, or exploit a system or vulnerability;
• use bots, crawlers, scripts, automated capture, or bulk extraction;
• decompile, reverse engineer, infer hidden data, or reconstruct a corpus or model;
• remove notices, alter Materials, impersonate another person, or misstate affiliation;
• upload malicious code or use access for an unlawful, deceptive, or harmful purpose;
• use Materials to train, fine-tune, evaluate, ground, or augment an external model; or
• help another person perform an act prohibited by this Agreement.

Company may log access, account, device, route, interaction, and security events to operate and protect the Data Room, subject to applicable law and Company notices. A failure to enforce a restriction immediately is not permission or waiver.

TO THE FULLEST EXTENT PERMITTED BY LAW, ALL CURRENT AND EXISTING DISPUTES BETWEEN USER AND ANY COMPANY PARTY FALL UNDER AND ARE GOVERNED BY THIS AGREEMENT, INCLUDING ITS MANDATORY TEXAS ARBITRATION REQUIREMENT; THIS AGREEMENT SERVES AS A FULL, FINAL, COMPLETE, IRREVOCABLE, AND BINDING SETTLEMENT, RELEASE, ACCORD, AND SATISFACTION OF ALL CLAIMS USER NOW HAS OR MAY HAVE AGAINST ANY COMPANY PARTY; AND USER WILL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS EVERY COMPANY PARTY AS PROVIDED HEREIN.

User knowingly assumes every risk arising from access to, inability to access, reliance on, disclosure of, or action based on the Sites or Materials. To the fullest extent permitted by law, and in consideration of the valuable access Company makes available, User irrevocably releases and discharges the Company Parties from all Claims existing on or before User's acceptance, whether known or unknown, suspected or unsuspected, asserted or unasserted, accrued or unaccrued, and from all Claims arising out of or relating to the completeness, accuracy, timing, availability, illustration-only character, or User's use or reliance on any Site or Material.

User covenants not to sue upon, arbitrate, assert, finance, encourage, assign, or assist a released Claim and waives any protection against releasing unknown Claims to the fullest extent applicable law permits. A Claim that cannot legally be released or settled without additional formalities is not extinguished, but remains subject to every lawful confidentiality, forum, arbitration, procedure, and remedy provision in this Agreement. This release does not limit the protected government communications identified below.

TO THE FULLEST EXTENT PERMITTED BY LAW, USER UNCONDITIONALLY, IRREVOCABLY, AND CONTINUOUSLY AGREES TO DEFEND, RELEASE, INDEMNIFY, EXONERATE, AND HOLD HARMLESS EVERY COMPANY PARTY FROM AND AGAINST EVERY CLAIM, DEMAND, ACTION, INVESTIGATION, LIABILITY, JUDGMENT, PENALTY, DAMAGE, LOSS, COST, EXPENSE, AND FEE OF EVERY KIND, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FIXED OR CONTINGENT, FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF OR RELATING IN ANY WAY TO USER, USER'S ACCOUNT, USER'S REPRESENTATIVES, THE SITES, THE MATERIALS, ACCESS, USE, RELIANCE, DISCLOSURE, A SECURITY INCIDENT, A BREACH OF THIS AGREEMENT, OR A DISPUTE INITIATED OR CAUSED BY USER.

This blanket obligation is intended to be as broad and all-encompassing as Texas law permits, applies regardless of the form of action, and includes Claims asserted by User, a representative, a principal, a recipient, a regulator, a service provider, or another third party. It does not require indemnification for a Company Party's liability to the extent Texas law makes that indemnification unlawful or requires conspicuous express language that this Agreement does not validly supply.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO COMPANY PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, EXEMPLARY, MULTIPLE, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, VALUE, DATA, OPPORTUNITY, FINANCING, OR GOODWILL; BUSINESS INTERRUPTION; PERSONAL INJURY; OR COST OF SUBSTITUTE INFORMATION, ARISING FROM OR RELATING TO THE SITES, MATERIALS, ACCESS, THIS AGREEMENT, OR ANY CLAIM, EVEN IF ADVISED OF THE POSSIBILITY.

To the maximum extent permitted by law, the aggregate liability of all Company Parties for all Claims will not exceed one hundred U.S. dollars. The exclusions and cap are an essential allocation of risk, apply cumulatively, apply regardless of theory or failed remedy, and survive. Nothing excludes liability that cannot lawfully be excluded.

User will defend, indemnify, and hold harmless each Company Party from every loss, damage, diminution in value, unjust enrichment, investigation cost, remediation expense, notification cost, forensic cost, professional fee, and Claim arising out of or relating to User's access or conduct; a breach or alleged breach; an act of a representative; unlawful or unauthorized use; infringement; a security incident; or a third-party demand connected to User. Company may control the defense and settlement with counsel of its choice. User will advance costs on demand and may not settle, admit fault, impose an obligation, or affect a Company Party without Company's written consent.

To the fullest extent permitted by Texas law, if User initiates, threatens, prosecutes, funds, assists, or materially participates in any legal action, arbitration, demand, investigation, or dispute against or adverse to a Company Party, User agrees to reimburse and pay all reasonable attorneys' fees, expert fees, arbitration fees, court costs, discovery costs, management time, and other legal expenses incurred by the Company Parties, including fees incurred to enforce arbitration, confidentiality, indemnity, collection, appeal, or this fee covenant. This obligation applies whether the matter is framed as a claim, counterclaim, derivative action, inspection demand, regulatory dispute, or otherwise, except to the extent a final nonappealable decision determines that applicable law prohibits shifting particular fees. At a minimum, User will pay all fees and costs arising from a Claim brought in violation of this Agreement, a Claim dismissed or resolved substantially in Company's favor, bad-faith conduct, or User's breach.

User acknowledges that a confidentiality or nonuse breach may cause immediate, irreparable, widespread, and difficult-to-measure harm, including loss of trade-secret status, intellectual-property value, regulatory or transaction flexibility, financing, competitive lead time, trust, and enterprise value. Monetary damages alone may be inadequate. Company is therefore entitled, to the fullest extent permitted by law, to immediate temporary, preliminary, permanent, and emergency injunctive relief; specific performance; preservation and forensic inspection; return and deletion; an accounting; disgorgement; a constructive trust; reasonable royalty; actual loss; unjust enrichment; exemplary damages; fees; and every cumulative legal or equitable remedy, without proving actual damages or posting bond to the extent the forum may lawfully waive those requirements.

Express three-times-damages promise. User expressly promises and agrees that, for a willful, malicious, knowing, reckless, concealed, commercially motivated, or repeated breach of confidentiality or restricted-use duties, Company may recover total damages equal to three times the compensatory measure of Company's actual loss, User's and third parties' unjust enrichment, reasonable royalty, avoided cost, remediation cost, and provable diminution in value, using the measure or combination that law permits without double recovery. The parties intend this covenant to supply the maximum lawful recovery—including compensatory damages plus up to twice that award as exemplary damages where the Texas, Delaware, or Nevada trade-secret statute or other law authorizes it—not an unlawful penalty.

Because the probable harm is exceptionally difficult to forecast when access is granted, User agrees that a three-times measure is a reasonable allocation for serious breach. If any portion is deemed an unenforceable penalty or exceeds a statutory or constitutional limit, the arbitrator or court must reform it to the maximum amount enforceable under Texas law rather than eliminate Company's recovery. Company may also recover separate fees, costs, and equitable relief to the extent they are not included in the damages measure and law permits cumulative recovery.

Except for the limited court relief stated below, every Claim between User and any Company Party arising out of or relating to the Sites, Materials, access, relationship, this Agreement, its formation, scope, interpretation, enforceability, breach, termination, or any past or present interaction must be resolved exclusively by final and binding individual arbitration. The Federal Arbitration Act, 9 U.S.C. §§ 1–16, governs this arbitration agreement; the Texas Arbitration Act applies to the extent it is not preempted and is consistent.

Before filing, the claimant must deliver a detailed confidential written notice and allow thirty days for informal resolution. Arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, or the Consumer Arbitration Rules if AAA determines they must apply. There will be one neutral arbitrator, who must be a Texas-licensed attorney or retired judge with substantial commercial, technology, life-sciences, or trade-secret experience. The legal seat and exclusive arbitral venue will be Austin, Travis County, Texas, and any in-person hearing will take place there. Company may permit remote appearances. Proceedings and awards will be in English and confidential.

The arbitrator has exclusive authority to resolve every dispute about interpretation, applicability, scope, arbitrability, waiver, formation, validity, or enforceability of this Agreement or arbitration provision, except that a court of competent jurisdiction will decide the enforceability of the class-action waiver. The arbitrator may award any individual remedy available under this Agreement and applicable law, must enforce the Agreement to the fullest lawful extent, and must issue a reasoned written award. Judgment may be entered in any court with jurisdiction.

Either party may seek temporary or preliminary relief in a state or federal court in Travis County, Texas, solely to preserve the status quo, protect Confidential Information, trade secrets, security, or intellectual property, prevent unauthorized access or use, preserve evidence, compel arbitration, or confirm or enforce an award. Seeking that relief does not waive arbitration. Company may immediately seek emergency arbitral or judicial relief for an actual or threatened breach without completing informal resolution first.

Claims may proceed only on an individual basis. User and Company waive any right to a jury trial and to participate as a plaintiff, claimant, private attorney general, or class member in a class, collective, consolidated, coordinated, mass, or representative matter. The arbitrator may not combine claims or award relief for anyone other than the individual claimant. If the class waiver is finally held unenforceable as to a particular Claim, only that Claim will proceed in court and all arbitrable Claims remain stayed and individual.

Nothing in this Agreement prohibits or impedes User from communicating directly with, cooperating with, providing information to, filing a charge or complaint with, or participating in an investigation or proceeding before the U.S. Securities and Exchange Commission, Department of Justice, Congress, an inspector general, or another government agency concerning a possible legal violation. User does not need Company's prior approval and is not required to notify Company of a protected communication. Nothing waives a government-administered award or immunity that cannot lawfully be waived.

User may also make a disclosure required by valid legal process, but—unless prohibited by law or inconsistent with protected whistleblowing—must provide prompt notice, disclose only what is legally required, seek confidential treatment, and reasonably cooperate in protective measures. This savings clause must be construed to preserve applicable rights without creating broader permission to disclose or use Materials for a private dispute, publicity, competition, retaliation, or commercial purpose.

Federal trade-secret immunity notice. Under 18 U.S.C. § 1833(b), an individual is not civilly or criminally liable under federal or state trade-secret law for disclosing a trade secret in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely to report or investigate a suspected legal violation, or for a disclosure made in a complaint or other filing under seal. An individual pursuing a retaliation claim may disclose the trade secret to that individual's attorney and use it in the proceeding if filings containing the trade secret are made under seal and disclosure otherwise occurs only by court order. For this notice, “employee” includes a contractor and consultant.

This Agreement, access, and every Claim are governed by the laws of the State of Texas, without regard to conflict-of-laws principles, except that the Federal Arbitration Act governs arbitration as stated above and applicable federal law controls where required. The parties intend this Agreement to comply with and be enforced to the fullest extent permitted by Texas law.

Because Company may be formed, incorporated, reincorporated, qualified, financed, or conduct business in Delaware or Nevada, the parties also intend every provision to comply with any nonwaivable law of Delaware or Nevada that a tribunal with authority determines applies, including applicable electronic-transactions, trade-secret, corporate, privacy, and arbitration law. A conflicting provision will be reformed only to the minimum extent required by that mandatory law. This savings language does not select Delaware or Nevada law in place of Texas law, move the arbitral seat from Texas, create a right to litigate in either state, or expand User's rights beyond a rule that cannot lawfully be waived.

For any matter that may lawfully proceed in court notwithstanding the arbitration agreement, User irrevocably submits to the exclusive personal jurisdiction and venue of the state courts located in Travis County, Texas, and the United States District Court for the Western District of Texas, Austin Division. User waives objections based on personal jurisdiction, venue, inconvenient forum, or service to the fullest extent permitted.

User affirmatively consents to conduct this transaction electronically and agrees that electronic contracts and web-based User Agreements are valid and enforceable. Under the federal Electronic Signatures in Global and National Commerce Act and Chapter 322 of the Texas Business & Commerce Code—and, to the extent applicable, Delaware Title 6, Chapter 12A and Nevada Revised Statutes Chapter 719—User agrees that User's entry of credentials, selection of the sign-in button, login event, authenticated access, and associated electronic records constitute User's electronic signature and objective manifestation of assent, with the same legal force as a handwritten signature.

User expressly authorizes Company to preserve, for each Agreement version, the date and time in Coordinated Universal Time and coarse IP-derived city, region, country, and time zone associated with User's first and latest successful login. User agrees that those records and Company's authentication, access, version, account, device, and server records are business records and admissible evidence of attribution and assent, subject to applicable evidentiary law. Location data is approximate and is preserved as evidence of the request, not as a guarantee of User's physical location.

User's failure to read, print, download, or retain the Agreement does not negate assent where User had a reasonable opportunity to review it. The Agreement is available before login at this permanent route and may be printed or saved using ordinary browser functions.

To access and retain electronic records, User must have an internet-connected device, a current web browser capable of displaying HTML and PDF content, and storage or printing capability. User may withdraw consent to future electronic transactions only by ceasing access and notifying Company in writing; withdrawal does not affect prior assent or surviving duties. If User does not consent to electronic contracting, User must not log in.

Company may revise this Agreement by posting an updated version with a new effective date. Each later login is a new affirmative acceptance of the version then presented and linked at login. Changes apply prospectively from assent, except clarifications, protections for existing Confidential Information, and provisions that by their nature address continuing conduct may apply to ongoing access to the fullest extent permitted by law. User should retain each version accepted.

Company may terminate this Agreement or access at any time. User may terminate only by ceasing all access, returning or deleting Materials as required, and providing requested certifications. Termination does not release accrued obligations or any provision that by its nature should survive, including confidentiality, nonuse, audit, ownership, releases, disclaimers, liability limits, indemnity, remedies, arbitration, fees, and Texas law.

User may not assign, delegate, transfer, sublicense, or encumber any right or obligation, voluntarily, involuntarily, by operation of law, or through a change of control. Company may assign or transfer this Agreement and related records to an affiliate, successor, acquirer, financing source, or other person without consent. An unauthorized assignment by User is void.

Company notices may be delivered through the Sites, the account email, or another contact on file and are effective when sent or posted. User notices must be delivered through a written contact method expressly designated by Company and are effective when actually received. A waiver must be in a writing signed by an authorized Company officer; delay, silence, partial exercise, or course of dealing is not a waiver. Rights and remedies are cumulative.

This Agreement and incorporated written agreements are the entire agreement concerning their subject and supersede prior or contemporaneous statements about access. Headings, summaries, and emphasis aid reading but do not limit scope. “Including” means “including without limitation”; “or” is inclusive; singular includes plural; and references to law include amendments and successors. User confirms the Agreement was available for review and waives any rule construing ambiguity automatically against Company to the extent Texas law permits.

Every provision is severable. If a provision is invalid, unlawful, unconscionable, or unenforceable in any respect or application, it must be enforced to the maximum lawful extent and reformed as narrowly as necessary to approximate its protective and economic purpose under Texas law. The remainder and all other applications remain effective. If reformation is unavailable, the minimum offending language is severed rather than the entire Section or Agreement.

The parties specifically intend the confidentiality, restricted-use, Texas forum, individual arbitration, electronic-assent, fee, damages, release, indemnity, and remedy provisions to stand independently. No invalid remedy prevents Company from pursuing every other lawful remedy.

User acknowledges that the password-protected Data Room contains or may contain Company's most sensitive and invaluable commercial assets: scientific know-how, experimental results, invention disclosures, development strategy, regulatory pathways, manufacturing knowledge, financing and transaction plans, budgets, forecasts, capitalization and governance information, and relationships assembled through years of specialized effort and substantial expense. Their value depends on secrecy, timing, context, controlled disclosure, and Company's ability to decide whether, when, how, and to whom they are disclosed. Unauthorized use or disclosure could permanently destroy exclusivity, patent rights, regulatory options, competitive lead time, financing value, enterprise value, or trust in ways no later payment can fully repair.

User agrees that password protection, identity verification, tiered permissions, contractual controls, access logs, monitoring, selective disclosure, and incident response are reasonable measures to maintain secrecy. Limited disclosure to User or an authorized representative does not make any Material public, generally known, or readily ascertainable and does not waive trade-secret status. Company need not prove that every item independently qualifies as a trade secret before enforcing the broader contractual confidentiality and restricted-use covenants.

There is no “residuals” license or memory exception. Information retained in unaided memory remains Confidential Information, and User may not use generalized ideas, concepts, techniques, impressions, or know-how remembered from the Materials except for the Authorized Purpose. Independent-development defenses require contemporaneous written evidence created without direct or indirect use of the Materials.

User will not, directly or indirectly, make, publish, repeat, endorse, finance, procure, or encourage any false, defamatory, libelous, slanderous, malicious, or knowingly or recklessly misleading statement about Company, a Company Party, Company's products, science, governance, management, filings, financing, operations, or Materials. User will not selectively disclose Confidential Information, omit material context, organize a negative publicity campaign, or use an agent, pseudonym, media outlet, investor channel, social network, litigation filing, or third party to evade this covenant.

This covenant is unilateral: it protects the Company Parties and does not impose a reciprocal restriction on them. It does not prohibit truthful testimony compelled by lawful process, a protected government communication, or a statement that cannot lawfully be restricted, but every nonwaivable exception is limited to its lawful purpose and does not authorize publicity, malice, unnecessary disclosure, or use of Confidential Information beyond what law requires.

Disclosure of attorney-client communications, attorney work product, common-interest material, regulatory submissions, personal data, export-controlled information, or any other protected or restricted material is inadvertent unless Company expressly states otherwise in a signed writing. It does not waive any privilege, protection, restriction, or confidentiality in this or another proceeding or jurisdiction.

Upon notice—or when User reasonably should recognize protected material—User will stop review, use, and distribution; sequester and return or destroy all copies; disclose every recipient; preserve metadata without examining substance; and reasonably assist Company in retrieving the material. User will not use inadvertent access as a basis for discovery, waiver, disqualification, publicity, competitive use, or any adverse inference.

Materials may contain material nonpublic information concerning Company, its security holders, counterparties, prospective transactions, or other issuers. User will comply with all securities and insider-trading laws and will not buy, sell, recommend, hedge, pledge, tip, or cause another person to transact in a security or financial instrument on the basis of Materials. User will not contact another investor, make a tender or proxy solicitation, coordinate voting, form a group, or use Materials to influence a market or transaction without Company's prior written authorization and full legal compliance.

User will not access, export, reexport, transfer, release, or permit access to Materials in violation of export-control, economic-sanctions, antiboycott, data-localization, privacy, healthcare, securities, or other applicable law. User represents that User is not located in, ordinarily resident in, organized under the law of, or acting for a comprehensively sanctioned jurisdiction and is not a restricted party. User will immediately disclose any change and obtain all licenses and authorizations required for User's conduct; Company has no duty to structure access around User's legal status.

To protect the Data Room and attribute misuse, Company may log authentication and access events; record routes, files, searches, prompts, responses, downloads, device and browser characteristics, approximate location, and session timing; embed visible or invisible user-specific identifiers, fingerprints, canary values, or watermarks in Materials; and correlate those records with audit, security, legal, and forensic evidence. User consents to these protective measures to the fullest extent permitted by law and has no reasonable expectation that activity within a Company-controlled system is private from Company.

User will not remove, obscure, test, manipulate, decode, compare, defeat, or disclose a watermark, identifier, access control, monitoring feature, or evidentiary marker. Company may retain assent, authentication, security, audit, and breach records for as long as reasonably necessary to protect legal rights, comply with law, establish a claim or defense, or preserve the integrity of the Data Room.

Each access, use, disclosure, concealment, failure to return, failure to report, and day of continuing breach is a separate violation to the extent applicable law permits. Limitation, notice, laches, and similar periods applicable to a Company remedy are tolled during concealment and until Company discovers, or through reasonable investigation should discover, the material facts. User will not invoke deletion, encryption, obfuscation, an intermediary, or delayed discovery to benefit from User's own breach.

Confidentiality, nonuse, intellectual-property ownership, audit cooperation, release, indemnity, fee, remedy, arbitration, evidence, and governing-law obligations survive termination, expiration, credential revocation, transaction abandonment, relationship changes, reincorporation, merger, dissolution, bankruptcy, and every current or future dispute for their stated duration or, if no duration is stated, for so long as necessary to accomplish their purpose.

User acknowledges that Company's consent to access is personal, conditional, limited to the Authorized Purpose, and automatically withdrawn for any prohibited use. Company does not consent to copying, transmission, disclosure, circumvention, credential sharing, destructive conduct, continued access after revocation, or access to any account, system, file, or tier not expressly authorized. No technical ability to view or retrieve an item expands Company's consent or User's authorization.

Depending on independently proven facts, a breach may support remedies under the Texas Uniform Trade Secrets Act, including actual loss, unjust enrichment, a reasonable royalty, injunctive relief, up to twice compensatory damages as exemplary damages for willful and malicious misappropriation, and attorneys' fees. Knowing theft, copying, communication, or transmission of a qualifying trade secret without effective owner consent may also implicate Texas Penal Code § 31.05, which classifies the offense as a third-degree felony and, where intended to benefit a foreign agent, government, or instrumentality, a second-degree felony.

Knowingly or intentionally harmful unauthorized computer conduct may support a civil action under Texas Civil Practice and Remedies Code Chapter 143 for actual damages, reasonable attorneys' fees, and costs, in addition to consequences independently available under Texas Penal Code Chapter 33. Where exemplary damages are based on knowingly or intentionally committed conduct described as felony theft in Texas Penal Code Chapter 31 at the third-degree level or higher, Texas Civil Practice and Remedies Code § 41.008(c) may remove the ordinary statutory exemplary-damages cap.

This Section provides notice and preserves lawful remedies; it does not deem a contractual breach a crime, waive the required elements or burden of proof, control a prosecutor or regulator, authorize double recovery, or enlarge a remedy beyond applicable law. Company may preserve and report evidence to appropriate authorities and may pursue every compatible contractual, statutory, criminal-referral, and equitable remedy.

BY LOGGING IN, USER EXPRESSLY ACKNOWLEDGES THAT USER HAS READ, UNDERSTANDS, VOLUNTARILY ACCEPTS, AND INTENDS TO BE LEGALLY BOUND BY THIS ENTIRE AGREEMENT; HAS HAD THE OPPORTUNITY TO CONSULT INDEPENDENT COUNSEL; RECEIVES SIGNIFICANT VALUE THROUGH ACCESS TO COMPANY'S INTERNAL PLANS; WILL USE USER'S FULLEST AND MOST COMPLETE GOOD-FAITH EFFORTS TO COMPLY WITH ALL LAWFUL COMPANY REQUESTS AND REQUIREMENTS DESPITE ANY CURRENT OR PAST CONFLICT; AND WILL NOT LOG IN IF USER DOES NOT AGREE.