This Nondisclosure Agreement (“Agreement”) is made between you and YunPian, by clicking the “I agree” button, you confirm
your agreement to be bound hereby.
For the purposes of this Agreement: “Affiliate” means any company, partnership or other entity which directly or indirectly
Controls, is controlled by or is under common Control with the relevant Party to this Agreement. “Control” means the ownership
of more than fifty per cent (50%) of the issued voting share capital of an entity or any other comparable equity or ownership
interest, or the legal power to direct or cause the direction of the management of the Party in question.
You shall hereinafter be referred to as the “Recipient” and YunPian shall hereinafter be referred to as the “Discloser”.
In consideration of the mutual covenants contained in this Agreement and the disclosure of Confidential Information to
Recipient, the Parties agree as follows:
1. Confidential Information. This Agreement applies to all Confidential Information disclosed by the Discloser and
its Affiliates to the Recipient. “Confidential Information” means confidential and proprietary information of a Party
(and such Party’s Affiliates, if applicable), whether in written, printed, oral, tangible or electronic form, including,
without limitation: (a) research and development activities, product design details and specifications, plans for products
or services, chemical and pharmaceutical compounds, nuclear molecular imaging technologies, algorithms, formulas, analyses,
modules, diagrams, hardware and software, technology and know-how, manufacturing processes, patent applications, inventions,
prototypes, concepts, regulatory strategies and status, sales and marketing plans, pricing information, finances and business
forecasts, procurement requirements and vendor information, customer lists, customer contact information, personnel information,
business arrangements with third parties and strategic plans; (b) other information that Discloser identifies in writing as
confidential to Recipient; (c) information that Recipient knows or has reason to know is confidential, trade secret, or
proprietary information of Discloser; (d) information which is of such a nature or the manner or circumstance in which such
information is disclosed is such that it may be reasonably inferred to be confidential and/or proprietary to Discloser;
and (e) any information derived from or otherwise developed using information set forth in (a) through (d) above. Confidential
Information will not include information that: (f) is now, or hereafter becomes generally known or available to the public
through no act or failure to act on the part of Recipient; (g) was acquired by Recipient before receiving such information
from Discloser through no breach of any duty of confidentiality owed to Discloser and without restriction as to use or disclosure;
(h) is hereafter rightfully furnished to Recipient by a third party without any breach of any duty of confidentiality owed
to Discloser and without restriction as to use or disclosure; or (i) is information that Recipient can document was independently
developed by Recipient without any use of Discloser’s Confidential Information.
2. Non Disclosure and Use Restrictions. Recipient agrees: (a) to hold Discloser’s Confidential Information in strict
confidence and not to disclose the Confidential Information to any other person or entity without the prior written consent
of Discloser; (b) not to use, at any time following the execution of this Agreement, any Confidential Information of Discloser
for its own benefit or for the benefit of any other person or entity for any purpose other than the Business Purpose, and
if a business relationship is entered into with Discloser, only to the extent and for such purposes authorized by Discloser;
and (c) to limit the disclosure of Confidential Information to Permitted Persons. For purposes hereof, the term “Permitted
Person”shall mean Recipient’s officers, employees, consultants and representatives of itself and its Affiliates who have
a need to know in order to carry out the Business Purpose, provided each has been informed of the confidential nature of
the Confidential Information and prior to disclosure to such persons,the Receiving Party shall bind its officers, employees,
consultants and representatives by confidentiality obligations no less stringent than those set forth herein. No disclosure
of Confidential Information shall be made to any third party without the prior written consent of Discloser. The existence
of this Agreement and the fact that there are related discussions between the Parties shall not be disclosed by either Party
without the prior written consent of the other; provided, however, that nothing in this Agreement shall be deemed to prohibit
either Party from disclosing the existence of this Agreement or any information related hereto where such disclosure is
required under the rules of any securities exchange on which that Party or any of its Affiliates is listed,or any other
applicable law or regulation.
3. Ownership of Confidential Information. Recipient acknowledges and agrees that all of Discloser’s Confidential Information
is owned solely by Discloser (or its Affiliates or licensors) and that nothing contained in this Agreement will be construed
as granting any rights to Recipient, by license or otherwise,to any of Discloser’s Confidential Information, all of which
rights are specifically reserved by Discloser. Recipient further agrees not to copy all or any part of the Confidential
Information or any documentation related thereto and further, not to modify, adapt, translate, reverse engineer, decompile,
disassemble,or otherwise attempt to discover any additional information with respect to the Confidential Information. NO
WARRANTIES,EXPRESS OR IMPLIED,ARE MADE BY DISCLOSER UNDER THIS AGREEMENT WITH RESPECT TO ANY CONFIDENTIAL INFORMATION DISCLOSED
PURSUANT HERETO. ALL INFORMATION DISCLOSED HEREUNDER IS PROVIDED “AS IS.”
4. Equitable Relief. Recipient agrees that its obligations hereunder are necessary and reasonable to protect the business
interests of Discloser and its Affiliates and that the unauthorized disclosure or use of Discloser’s Confidential Information
may cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Recipient further
acknowledges and agrees that in the event of any actual or threatened breach of this Agreement, Discloser and its Affiliates
may have no adequate remedy at law and accordingly, that Discloser and its Affiliates will have the right to seek an immediate
injunction enjoining any breach or threatened breach of this Agreement, without the necessity of proving actual damages,
as well as the right to pursue any and all other rights and remedies available at law or in equity for such breach or threatened breach.
5. Duration - Applicability of Obligations. This Agreement is effective for a period of five (5) year from the Effective
Date and shall apply to any Confidential Information disclosed to Recipient on or after the Effective Date. The obligations
of Recipient and any Permitted Person under this Agreement as to the non-disclosure and use of Confidential Information
it has received hereunder shall remain in full force and effect for a term of five (5) years from the time the Confidential
Information has been disclosed by Discloser to Recipient regardless of any cessation of discussions between the Parties
or any attempted termination of this Agreement.
6. Return of Confidential Information. Upon Discloser’s request, Recipient will promptly return to Discloser or destroy
all material, in whatever form,embodying Confidential Information in its possession or under its control, including all copies thereof.
7. Legal Process. In the event Recipient is required to disclose Confidential Information of Discloser by any applicable
law, regulation, legal process,judicial order or by any applicable order or requirement of any governmental or regulatory
authority, it may do so only to the extent required; provided, however,Recipient shall (a) first give prompt notice to
Discloser of the required disclosure sufficiently in advance of making the required disclosure to allow Discloser a reasonable
opportunity to take steps to object to, prevent, and/or limit its disclosure or obtain a protective or other similar order
with respect to the required disclosure (collectively “Protective Measures”); (b) if requested by Discloser, cooperate with
Discloser in seeking such Protective Measures;and (c) restrict disclosure to only that portion of the Confidential Information
which is required to be disclosed.
8. Governing Law; Attorneys’ Fees. This Agreement shall be governed by and construed under the laws of China, without
regard to its conflict of law provisions.Any dispute arising under or concerning this Agreement may be litigated only in
the courts in Singapore and the prevailing Party shall be entitled to its reasonable attorneys’ fees, expenses and costs
incurred in connection therewith in addition to such other relief as may be granted.
9. Miscellaneous. This Agreement shall be binding on the Parties hereto and their respective agents, representatives,
successors and permitted assigns.This Agreement may not be modified without the written consent of both Parties. This Agreement
represents the complete and entire agreement and understanding regarding the subject matter hereof and supersedes all prior
agreements, understandings and communications, oral or written, between the Parties related to such subject matter. If any
provision of this Agreement shall be adjudged by a court of competent jurisdiction to be void or unenforceable, that provision
shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and
effect and enforceable.This Agreement may be executed in counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
In WITNESS WHEREOF, the parties intending to be legally bound have caused this Agreement to be executed by their duly authorized
representatives as of the Effective Date written above.