CONFIDENTIAL NON‐DISCLOSURE AGREEMENT

This Agreement, made and entered into this day of x ("Effective Date") by and between
PROTEOS Biotech,SL a Spanish corporation having its principal place of business at at
C/ 3, Nº 50, Parcela 133-C, Pol. Ind. Romica, Apdo. Correos 627, 02080, Albacete -Spain
("PROTEOS") and XXXXX a XXXXX corporation having its principal place of business at
XXXXX (“XXXXX"),

Witnesseth:

Whereas, PROTEOS has been engaged in the research and development, manufacture,
marketing and sale of, among others, of PBSerum line of products (collectively
"Products");

Whereas, XXXXX has been engaged in marketing and sale of, among others, of the
Products produced by PROTEOS;

Whereas, PROTEOS and XXXXX are interested in exploring the possibility that PROTEOS
gives XXXXX the right to sell Products in XXXXXXX ("Purpose"); and

Whereas, in order to explore this possibility, it will be necessary for PROTEOS and XXXX
to disclose to the other party technical and business information of a confidential and
proprietary nature concerning the Products (all such information disclosed by either
party to the other being hereinafter referred to as "Confidential Information"),

Now, therefore, in consideration of the premises and the mutual covenants

hereinafter set forth, the parties hereby agree as follows:

1. PROTEOS and XXXXX agree that Confidential Information received from the other
party shall be used by PROTEOS and XXXXX only in connection with the Purpose, and
that PROTEOS and XXXXX shall:

(a) hold any and all Confidential Information received from the other party
pursuant to this Agreement strictly in confidence;
(b) limit the disclosure of Confidential Information received from the other party to
those employees and officers of each party hereto who have a need to know
Confidential Information for such evaluation; and
(c) not use or disclose Confidential Information received from the other party in
any other manner than as contemplated herein, nor shall file any application of
intellectual property including a patent based on Confidential Information
received from the other party, provided, however, that such Confidential
Information shall be marked on the face at the time of disclosure as being
confidential or, if it is disclosed orally or visually, it shall be clearly identified as
confidential at the time of disclosure by the disclosing party and be confirmed
in writing by the parties hereto within thirty (30) days after the disclosure.
2. PROTEOS and XXXXX shall not be subject to the restrictive obligations set forth in
the foregoing clause as to the use or disclosure of, or filing any application based on
Confidential Information received from the other party which:

a) was in the possession of the party receiving such Confidential Information prior
to disclosure thereof by the other party as evidenced by written or other
suitable evidence thereof;
b) is or, through no breach hereof by the receiving party, becomes part of the
public knowledge or literature;
c) is disclosed to the party receiving such Confidential Information by a third party
(other than employees, officers or agents of either party) which, in making such
information available, is not in violation of any obligation of confidentiality to
the disclosing party hereunder; or
d) is developed independently by the receiving party by those employees who
have not had knowledge of the information disclosed under this Agreement as
evidenced by written or other suitable evidence thereof.

For the purpose of the obligations of non‐use, non‐filing application and

confidentiality, disclosures which are specific shall not be deemed to be within the
foregoing exceptions merely because they are embraced by the general disclosures
which are generally available to the public or in the possession of the party receiving
such Confidential Information. In addition, any combination of features shall not be
deemed within the foregoing exceptions merely because individual features thereof
are generally available to the public or in the possession of the party receiving such
Confidential Information, but only if the combination itself and its principles of
operation are generally available to the public or in the possession of the party
receiving such Confidential Information.

3. PROTEOS and XXXXX shall exploit the object of Purpose for unlimited time from the
Effective Date ("Period"). For the Period, XXXXX has the authorization of PROTEOS to
sell Products in XXXXX.

4. With respect to each item of Confidential Information disclosed by either party to

the other, the obligations of non‐use, non‐filing application and confidentiality set
third above shall continue for a period of three (3) years from the end of the
relationship with PROTEOS.

5. It is also agreed that no press release, public announcement, confirmation or other

information or disclosure regarding the subject matter of this Agreement shall be
made by either party without prior written consent of the other party hereto.

6. It is understood that any agreement between the parties concerning the commercial
licensing, manufacture, sale or distribution of any of the Products shall be embodied in
one or more separate written agreements. Nothing but Article 4 in this Agreement
shall be construed as to grant any right or license to either party for the use of any
patent or patent application, trademark, copyright or proprietary rights or information
which the disclosing party may at any time own or obtain.
7. It is further understood and agreed that any and all documents submitted by either
party to the other, and any copies thereof and any documents prepared by the other
party therefrom employing Confidential Information of the submitting party but as
limited only to Confidential Information of the submitting party disclosed in such
documents, shall be deemed and remain the property of the submitting party and
shall, upon request, be promptly forwarded thereto.

8. The furnishing of information hereunder is made without any representation or

warranty as to accuracy, patentability, exclusiveness, freedom from infringement of
patents or proprietary rights of others, or freedom from risk of damage or harm.

9. Both parties agree and acknowledge that the rights and obligations set forth under
this Agreement are of a unique and special nature and that the disclosing party is
without an adequate legal remedy in the event that the receiving party violates the
covenants set forth in this Agreement. Both parties further agree that the disclosing
party will sustain substantial irreparable harm if the receiving party violates the
covenants set forth in this Agreement. Both parties therefore agree that the covenants
made by either party under this Agreement shall be specifically enforceable in equity,
in addition to all other rights and remedies, at law or in equity, that may be available
to the disclosing party, including preliminary and permanent injunctive relief.

10. This Agreement shall be governed by and construed in accordance with the laws of
Spain.

In Witness Whereof, the parties have caused this Agreement to be executed by their
duly authorized officers or representatives as of the Effective Date.

PROTEOS Biotech XXXXX

By: Juan Ramón Muñoz Montaño By: XXXXX

General Manager XXXXX