On-Site Manufacturing

CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is made and entered into this 3rd day of March 2020, by and between Osseoprint3D LLC, an LLC organized under the laws of the State of Delaware, having an address of 425 Essex Street, in Millburn NJ, New Jersey and

WITNESSETH:

WHEREAS, each of the Parties above is in possession of Confidential and proprietary information.

WHEREAS, for purposes of this Agreement, any Party can be a Discloser or Recipient of Confidential Information.

WHEREAS, a Discloser possesses certain confidential and proprietary information and is willing to disclose such confidential and proprietary information to Recipients, subject to the terms and conditions set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. Discloser may disclose to Recipient(s) certain information and materials including, but not limited to, scientific and business information relating to technology for producing bone grafts using 3D printing, attaching these various implants to a patient, as well as other related information that the Discloser identifies as confidential (the “Scope”), for the purpose of evaluating a potential strategic partnership related to commercializing these technologies (the “Purpose”). All such information furnished by a Discloser to Recipients or to Recipients’ directors, officers, employees or representatives, including, without limitation, attorneys, accountants, consultants and financial advisors (collectively, “Representatives”), and all analyses, compilations, data, studies or other documents prepared by Recipients or their Representatives containing or based in whole or in part on any such furnished information or reflecting review of, or interest in, the Purpose, are hereinafter collectively referred to as the “Confidential Information.” Discloser warrants that it owns or is otherwise free to disclose the Confidential Information that it will disclose to Recipients pursuant to the terms of this Confidentiality Agreement.

2. In consideration of Discloser’s disclosure of the Confidential Information to Recipients, Recipients agree that for a period of five (5) years (the “Confidentiality Period”) from the date of this Confidentiality Agreement, the Confidential Information received hereunder by them or their Representatives will be kept confidential by Recipients and their Representatives and will not, without prior written consent of Discloser, be disclosed by Recipients or their Representatives, in any manner whatsoever, in whole or in part, and will not be used by Recipients or their Representatives directly or indirectly except for the Purpose.

3. During the Confidentiality Period, neither party nor its representatives will, without the prior written consent of the other party, disclose to any other person the fact that Confidential Information has been exchanged, that discussions or negotiations are taking place concerning the Purpose, or any of the terms, conditions or other facts with respect to the Purpose, including the status thereof, except as required by law and then only with prior written notice as soon as possible to the other party. The term “person” as used in this Confidentiality Agreement shall be interpreted broadly to include, without limitation, any corporation, Discloser, group, partnership, or individual.

4. Confidential Information disclosed by Discloser to Recipients or their Representatives hereunder in written or electronic form shall be conspicuously marked “Confidential” by Discloser. Confidential Information that is furnished by Discloser to Recipients or their Representatives hereunder orally shall be identified by Discloser as confidential at the time of disclosure, and within thirty (30) days after disclosure shall be furnished to Recipients in written or electronic form conspicuously marked “Confidential.” During such thirty (30) day period, oral Confidential Information identified as confidential when disclosed shall be subject to the terms of this Confidentiality Agreement. Any information that is not identified as provided in this paragraph shall be deemed to be outside the Scope of Confidential Information and shall be subject to the provisions of paragraph 5 hereof.

5. Confidential Information or material that is outside the Scope set out in paragraph 1 hereof, whether or not included in the definition of “Confidential Information,” shall not be disclosed by Discloser to Recipients hereunder. If such information or material is disclosed: (a) Recipients shall have no obligations with respect to confidentiality of such information or material; (b) there shall be no restrictions on Recipients’ use of such information or material; and (c) Recipients shall not be restricted in any manner in their business or operations because of receipt of such information or material.

6. Recipients shall limit disclosure of Confidential Information received hereunder to only those of its directors, officers, employees and Representatives who are directly concerned with the Purpose stated above. Recipients shall advise their directors, officers, employees and Representatives upon disclosure of any Confidential Information to them of the confidential nature of the Confidential Information and the terms and conditions of this Confidentiality Agreement and shall use reasonable safeguards to prevent unauthorized disclosure by such directors, officers, employees and Representatives.

7. The restrictions set forth in this Confidentiality Agreement shall not apply to Confidential Information which:

(a) at the time of disclosure is or thereafter becomes available to the public through no fault of Recipients;

(b) as shown by written or electronic records, was known to, or was otherwise in the possession of, Recipients prior to the receipt of such Confidential Information hereunder;

(c) is shown by Recipients to have become available to Recipients from a source, other than Discloser or one of its representatives, which has represented to Recipients that such source is not bound by a confidentiality agreement with Discloser;

(d) is shown by Recipients to have been developed by Recipients independently of any disclosure made hereunder; or

(e) is required by paragraph 4 hereof to be identified by Discloser as confidential and is not so identified.

8. In the event that Recipients or anyone to whom it transmits Confidential Information pursuant to this Confidentiality Agreement is requested or becomes legally compelled (by oral questions, interrogatories, request for Confidential Information or documents, subpoena, civil investigative demand or similar process or otherwise) to disclose any of the Confidential Information, Recipients will provide Discloser with prompt prior written notice so that Discloser may seek a protective order or other appropriate remedy.

9. Upon request of Discloser: (a) any Confidential Information which Recipients or their Representatives obtained from Discloser or its representatives will be returned or destroyed promptly; and (b) information which is derived or developed by Recipients or their Representatives from Confidential Information received hereunder, or which contains notes or other work product of Recipients or their Representatives related to the Confidential Information, will be destroyed. All copies of such Confidential Information will be returned or destroyed, except that one copy may be retained by Recipients solely for legal archival purposes.

10. This Confidentiality Agreement constitutes the entire understanding between the parties relating to the subject matter hereof, and no amendment or modification to this Confidentiality Agreement shall be valid or binding upon the parties unless made in writing and signed by each party.

11. This Confidentiality Agreement shall not be construed to create any obligation on the part of either party hereto or its respective Affiliates to enter into any further agreement or transaction of any kind, to retain the other party’s services or to compensate the other party in any manner, except as may be set forth by a separate written agreement duly executed by authorized representatives of the parties hereto which are parties to such separate written agreement.

12. This Confidentiality Agreement shall be governed and construed in accordance with the laws of New Jersey applicable to agreements made and to be performed within such State.

13. Nothing in this Agreement shall be construed to grant to Recipients, by implication or otherwise, any interest, right or license with respect to, or under, any patent application, patent or claims of patents, or any other intellectual property right present or future, of the Discloser.

IN WITNESS WHEREOF, the parties hereto have entered into this Confidentiality Agreement as of the day and year first above written.