Common use of Certain Acknowledgements and Agreements Clause in Contracts

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company. (ii) You acknowledge that a business will be deemed competitive with the Company if it performs any of the services or manufactures or sells any of the products provided or offered by the Company or if it performs any other services and/or engages in the production, manufacture, distribution or sale of any product similar to services or products, which services or products were performed, produced, manufactured, distributed or sold by the Company during the period while you are employed hereunder. (iii) You further acknowledge that, while you are employed hereunder, the Company will furnish, disclose or make available to you Confidential Information (as defined below) related to the Company’s business and that the Company may provide you with unique and specialized training. You also acknowledge that such Confidential Information and such training have been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the Company. (iv) For purposes of this Agreement, “Confidential Information” means confidential and proprietary information of the Company, whether in written, oral, electronic or other form, including but not limited to, information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, inventions, or any other scientific, technical or trade secrets of the Company or of any third party provided to you or the Company under a condition of confidentiality, provided that Confidential Information will not include information that is (1) in the public domain other than through any fault or act by you, (2) known to you prior to its disclosure to you in the course of your employment hereunder, or (3) lawfully disclosed to you by a source other than the Company which source has a legal right to disclose such information.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company. (ii) You acknowledge that a business will be deemed competitive with your employment by the Company if it performs any creates a relationship of confidence and trust between the Company and you with respect to certain information relating to the business and affairs of the services Company or manufactures applicable to the business of any client, customer, consultant, partner, external collaborator or sells any service provider of the products provided or offered Company, which may be made known to you by the Company or if it performs by any other services and/or engages in client, customer, consultant, partner, external collaborator or service provider of the productionCompany, manufacture, distribution or sale of any product similar to services or products, which services or products were performed, produced, manufactured, distributed or sold learned by the Company you during the period while you are employed hereunderof your affiliation with the Company. (iii) You further acknowledge that, while you are employed hereunder, the Company will furnish, disclose or make available to you Confidential Information (as defined in Section 8 (a) (iv) below) related to the Company’s business and that of the Company may provide you with unique and specialized training(whether or not the information has commercial value to the Company's business). You also acknowledge that such Confidential Information and such training have has been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the Company. You also acknowledge that if you become employed or affiliated with any competitor of the Company, it is possible that you would disclose Confidential Information to such competitor and would use Confidential Information, knowingly or unknowingly, on behalf of such competitor. (iv) For purposes of this Agreement, “"Confidential Information” " means confidential and proprietary information of the Company, whether in written, oral, electronic or other form, including but not limited toincluding, information without limitation, systems, processes, formulae, data, functional specifications, computer software, programs and facts concerning displays, know-how, improvements, discoveries, inventions, developments, designs, techniques, marketing plans, strategies, forecasts, new and proposed products and technologies, unpublished financial statements and financial information, business plans, customersbudgets, future customersprojections, supplierslicenses, licensorsprices, licensees, partners, investors, affiliates or otherscosts, training methods and materials, financial information, sales prospects, and customer, supplier, manufacturer, collaborator, partner, and client listslists and any and all intellectual properties, inventions, or including any other scientific, technical or trade secrets of the Company or of any third party provided to you or the Company under a condition of confidentiality, provided that Confidential Information will not include information that is (1) in the public domain other than through any fault or act by you, (2) known to you prior to its disclosure to you in the course of your employment hereunder, or (3) lawfully disclosed to you by a source other than the Company which source has a legal right to disclose such information.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the CompanyCompany Group as currently conducted or as contemplated to be conducted. (ii) You acknowledge that a business will be deemed competitive with the Company Group if it performs any of the services or manufactures or sells any of the products provided or offered by the Company or if it performs any other services and/or engages in the productionprovided, manufacture, distribution or sale of any product similar to services or products, which services or products were performedoffered, produced, manufactured, distributed distributed, sold, or sold under development by the Company Group during the period while you are employed your employment hereunder. (iii) You agree and understand that nothing in this Agreement shall confer any right with respect to continuation of service by the Company, nor shall it interfere in any way with your status as an at will employee or the Company’s right to terminate its relationship with you at any time, with or without cause. (iv) You further acknowledge that, while you are employed hereunderduring the course of your performing services for the Company Group, the Company Group will furnish, disclose or make available to you Confidential Information (as defined below) related to the CompanyCompany Group’s business and that the Company Group may provide you with unique and specialized training. You also acknowledge that such Confidential Information and such training have been developed and will be developed by the Company Group through the expenditure by the Company Group of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the CompanyCompany Group. Further, in the course of your provision of services to the Company Group, you will be introduced to customers and others with important relationships to the Company Group. You acknowledge that any and all “goodwill” created through such introductions belongs exclusively to the Company Group, including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between you and any customers of the Company Group. (ivv) For purposes of this Agreement, “Confidential Information” means any technical or business information furnished by the Company to the Recipient in connection with the proposed business relationship that is not in the public forum or available to the public, regardless of whether such information is specifically designated as confidential and proprietary regardless of whether such information of the Company, whether is in written, oral, electronic electronic, or other form. Such Confidential Information may include, including but not limited towithout limitation, information and facts concerning trade secrets, know-how, inventions, technical data or specifications, testing methods, business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospectsresearch and development activities, client listsproduct and marketing plans, inventionsand customer and supplier information. The availability of technology for acquisition or outlicensing from various institutions with which the Company Group contemplates initiating discussions shall be deemed Confidential Information. The term “trade secrets,” as used in this Agreement, will be given its broadest possible interpretation under the law of the Commonwealth of Massachusetts and will include, without limitation, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records or any secret scientific, technical, merchandising, production or management information, or any design, process, procedure, formula, invention, improvement or other scientific, technical confidential or trade secrets of the Company proprietary information or of any third party provided to you or the Company under a condition of confidentiality, provided that Confidential Information will not include information that is (1) in the public domain other than through any fault or act by you, (2) known to you prior to its disclosure to you in the course of your employment hereunder, or (3) lawfully disclosed to you by a source other than the Company which source has a legal right to disclose such informationdocuments.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company. (ii) You acknowledge that a business will be deemed competitive with your employment by the Company if it performs any creates a relationship of confidence and trust between the Company and you with respect to certain information relating to the business and affairs of the services Company or manufactures applicable to the business of any client, customer, consultant, partner, external collaborator or sells any service provider of the products provided or offered Company, which may be made known to you by the Company or if it performs by any other services and/or engages in client, customer, consultant, partner, external collaborator or service provider of the productionCompany, manufacture, distribution or sale of any product similar to services or products, which services or products were performed, produced, manufactured, distributed or sold learned by the Company you during the period while you are employed hereunderof your affiliation with the Company. (iii) You further acknowledge that, while you are employed hereunder, the Company will furnish, disclose or make available to you Confidential Information (as defined in Section 9 (a) (iv) below) related to the business of the Company (whether or not the information has commercial value to the Company’s business and that the Company may provide you with unique and specialized trainingbusiness). You also acknowledge that such Confidential Information and such training have has been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the Company. You also acknowledge that if you become employed or affiliated with any competitor of the Company, it is possible that you would disclose Confidential Information to such competitor and would use Confidential Information, knowingly or unknowingly, on behalf of such competitor. (iv) For purposes of this Agreement, “Confidential Information” means confidential and proprietary information of the Company, whether in written, oral, electronic or other form, including but not limited toincluding, information without limitation, systems, processes, formulae, data, functional specifications, computer software, programs and facts concerning displays, know-how, improvements, discoveries, inventions, developments, designs, techniques, marketing plans, strategies, forecasts, new and proposed products and technologies, unpublished financial statements and financial information, business plans, customersbudgets, future customersprojections, supplierslicenses, licensorsprices, licensees, partners, investors, affiliates or otherscosts, training methods and materials, financial information, sales prospects, and customer, supplier, manufacturer, collaborator, partner, and client listslists and any and all intellectual properties, inventions, or including any other scientific, technical or trade secrets of the Company or of any third party provided to you or the Company under a condition of confidentiality, provided that Confidential Information will not include information that is (1) in the public domain other than through any fault or act by you, (2) known to you prior to its disclosure to you or is lawfully and in the course of your employment hereunder, or (3) lawfully disclosed good faith made available to you by a source other than the Company which source has a legal right to disclose such informationthird party under no obligation of confidentiality with respect thereto.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge acknowledge, the competitive and proprietary aspects of the business of the CompanyCompany Group. (ii) You acknowledge that a business will be he deemed competitive with the Company Group if it performs any of the services or manufactures or sells any of the products provided or offered by the Company or if it performs any other services and/or engages in the productiondevelopment, manufacture, distribution or sale of any product similar to services or products, which services or products were performedthose developed, produced, manufactured, distributed distributed, sold, under development or sold planned by the Company Group during the period while you are employed hereunder. (iii) You further acknowledge that, while you are arc employed hereunder, the Company Group will furnish, disclose or make available to you Confidential Information (as defined below) related to the Company’s business of the Company Group and that the Company Group may provide you with unique and specialized training. You also acknowledge that such Confidential Information and such training have been developed and will be developed by the Company Group through the expenditure by the Company Group of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the CompanyCompany Group. You also acknowledge that if you become employed or affiliated with any competitor of the Company Group in violation of your obligations in this Agreement, it is inevitable that you would disclose the Confidential Information to such competitor and would use such Confidential Information, knowingly or unknowingly, on behalf of such competitor. Further, while you are employed hereunder, you will be responsible for developing relationships with, and be introduced to, customers and others with important business connections to the Company Group. You acknowledge that any and all "goodwill" created through your efforts on behalf of the Company and such introductions belongs exclusively to the Company including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between yourself and any customers of the Company or the Company Group. (iv) For purposes of this Agreement, “Confidential Information” means confidential and proprietary information of the CompanyCompany Group, whether in written, oral, electronic or other form, including but not limited to, information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, supply and marketing plans, partners, investors, patent related information, affiliates or others, training methods and materials, financial information, sales prospects, client lists, inventions, or any other scientific, technical or trade secrets secerts of the Company Group or of any third party provided to you or the Company Group under a condition of confidentiality, provided that Confidential Information will not include information that is (1) in the public domain other than through any fault or act by you, (2) known to you prior to its disclosure to you in the course of your employment hereunder, or (3) lawfully disclosed to you by a source other than the Company which source has a legal right to disclose such information.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company. For purposes of this Section 5, the “Company” shall include any and all direct and indirect subsidiaries of the Company. (ii) You acknowledge that a business will be deemed competitive with the Company if it performs any of the services or manufactures or sells any of the products provided or offered (or planned to be provided or offered, if you are aware of such planned products) by the Company or if it performs any other services and/or engages in the production, manufacture, distribution or sale of any product similar to services or products, which services or products were performed, produced, manufactured, distributed or sold by the Company during the period while you are employed hereunder. (iii) You further acknowledge that, while you are employed hereunder, the Company will furnish, disclose or make available to you Confidential Information (as defined below) related to the Company’s business and that the Company may provide you with unique and specialized training. You also acknowledge that such Confidential Information and such training have been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the Company. (iv) For purposes of this Agreement, “Confidential Information” means confidential and proprietary information of the Company, whether in written, oral, electronic or other form, including but not limited to, information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, inventions, or any other scientific, technical or trade secrets of the Company or of any third party provided to you or the Company under a condition of confidentiality, provided that Confidential Information will not include information that is (1) in the public domain other than through any fault or act by you, (2) known to you prior to its disclosure to you in the course of your employment hereunderwith the Company or a predecessor or subsidiary, or (3) lawfully disclosed to you by a source other than the Company or a predecessor or subsidiary which source has a legal right to disclose such information.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the CompanyCompany Group. (ii) You acknowledge that a business will be deemed competitive with the business of the Company Group if it performs any of the services or researches, develops, manufactures or sells commercializes cell-based wound healing technology or products or any of the products provided or offered by other product the Company develops or if it performs any other services and/or engages in the production, manufacture, distribution sells or sale of any product similar that you would reasonably be expected to services or products, which services or products were performed, produced, manufactured, distributed or sold by know that the Company during is developing or selling at the period while you are employed hereundertime of your termination (each a “Competitive Company”). (iii) You further acknowledge that, while you are employed hereunder, the Company Group will furnish, disclose or make available to you Confidential Information (as defined below) related to the Company’s business of the Company Group and that the Company Group may provide you with unique and specialized training. You also acknowledge that such Confidential Information and such training have been developed and will be developed by the Company Group through the expenditure by the Company Group of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the CompanyCompany Group. You also acknowledge that if you become employed or affiliated with any Competitive Company in violation of your obligations in this Agreement, it is inevitable that you would disclose the Confidential Information to such competitor and would use such Confidential Information, knowingly or unknowingly, on behalf of such competitor. Further, while you are employed hereunder, you will be introduced to customers and others with important relationships to the Company Group. You acknowledge that any and all “goodwill” created through such introductions belongs exclusively to the Company Group, including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between yourself and any customers of the Company Group. (iv) For purposes of this Agreement, “Confidential Information” means confidential any information concerning the organization, business (including products and proprietary information of the Company, whether in written, oral, electronic technology) or other form, including but not limited to, information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, inventions, or any other scientific, technical or trade secrets finances of the Company or of any third party provided to you or that the Company is under a condition of confidentiality, provided an obligation to keep confidential that is maintained by the Company as confidential. Such Confidential Information will shall include, but is not include limited to, trade secrets or confidential information that is respecting inventions, products, technology, data, test results, designs, methods, formulae, know-how, show-how, techniques, systems, processes, software programs, works of authorship, research and development, agreements with customers or other entities or individuals, data, specifications, customer (1existing and prospective) in the public domain other than through any fault or act by youand supplier identification, (2) known to you prior to its disclosure to you in the course of your employment hereunderfinancials, or (3) lawfully disclosed to you by a source other than the Company which source has a legal right to disclose such product cost and profit information, projects, plans and proposals.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the CompanyCompany Group. (ii) You acknowledge that a business will be deemed competitive with the Company Group if it performs any of the services or manufactures or sells any of the products provided or offered by the Company Group or if it performs any other services and/or engages in the production, manufacture, distribution or sale of any product similar to services or products, which services or products were performed, produced, manufactured, distributed distributed, sold, under development or sold planned by the Company Group during the period while you are employed hereunder. (iii) You further acknowledge that, while you are employed hereunder, the Company Group will furnish, disclose or make available to you Confidential Information (as defined below) related to the Company’s business of the Company Group and that the Company Group may provide you with unique and specialized training. You also acknowledge that such Confidential Information and such training have been developed and will be developed by the Company Group through the expenditure by the Company Group of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the CompanyCompany Group. You also acknowledge that if you become employed or affiliated with any competitor of the Company Group in violation of your obligations in this Agreement, it is inevitable that you would disclose the Confidential Information to such competitor and would use such Confidential Information, knowingly or unknowingly, on behalf of such competitor. Further, while you are employed hereunder, you will be introduced to customers and others with important relationships to the Company Group. You acknowledge that any and all "goodwill" created through such introductions belongs exclusively to the Company Group, including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between yourself and any customers of the Company Group. (iv) For purposes of this Agreement, “"Confidential Information” " means confidential and proprietary information of the CompanyCompany Group, whether in written, oral, electronic or other form, including but not limited to, information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, inventions, or any other scientific, technical or trade secrets of the Company Group or of any third party provided to you or the Company Group under a condition of confidentiality, provided that Confidential Information will not include information that is (1) in the public domain other than through any fault or act by you. The term "trade secrets," as used in this Agreement, (2) known to you prior to will be given its disclosure to you in broadest possible interpretation under the course law of your employment hereunderPennsylvania and will include, without limitation, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records secret scientific, technical, merchandising, production or management information, or (3) lawfully disclosed to you by a source any design, process, procedure, formula, invention, improvement or other than the Company which source has a legal right to disclose such informationconfidential or proprietary information or documents.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company. (ii) You acknowledge that a business will be deemed competitive with your employment by the Company if it performs any creates a relationship of confidence and trust between the Company and you with respect to certain information relating to the business and affairs of the services Company or manufactures applicable to the business of any client, customer, consultant, partner, external collaborator or sells any service provider of the products provided or offered Company, which may be made known to you by the Company or if it performs by any other services and/or engages in client, customer, consultant, partner, external collaborator or service provider of the productionCompany, manufacture, distribution or sale of any product similar to services or products, which services or products were performed, produced, manufactured, distributed or sold learned by the Company you during the period while you are employed hereunderof your affiliation with the Company. (iii) You further acknowledge that, while you are employed hereunder, the Company will furnish, disclose or make available to you Confidential Information (as defined in Section 8 (a) (iv) below) related to the business of the Company (whether or not the information has commercial value to the Company’s business and that the Company may provide you with unique and specialized trainingbusiness). You also acknowledge that such Confidential Information and such training have has been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the Company. You also acknowledge that if you become employed or affiliated with any competitor of the Company, it is possible that you would disclose Confidential Information to such competitor and would use Confidential Information, knowingly or unknowingly, on behalf of such competitor. (iv) For purposes of this Agreement, “Confidential Information” means confidential and proprietary information of the Company, whether in written, oral, electronic or other form, including but not limited toincluding, information without limitation, systems, processes, formulae, data, functional specifications, computer software, programs and facts concerning displays, know-how, improvements, discoveries, inventions, developments, designs, techniques, marketing plans, strategies, forecasts, new and proposed products and technologies, unpublished financial statements and financial information, business plans, customersbudgets, future customersprojections, supplierslicenses, licensorsprices, licensees, partners, investors, affiliates or otherscosts, training methods and materials, financial information, sales prospects, and customer, supplier, manufacturer, collaborator, partner, and client listslists and any and all intellectual properties, inventions, or including any other scientific, technical or trade secrets of the Company or of any third party provided to you or the Company under a condition of confidentiality, provided that Confidential Information will not include information that is (1) in the public domain other than through any fault or act by you, (2) known to you prior to its disclosure to you in the course of your employment hereunder, or (3) lawfully disclosed to you by a source other than the Company which source has a legal right to disclose such information.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company. (ii) You understand and acknowledge that a business the Company will be deemed competitive with engaged in the Company if it performs any research, development, manufacture, licensing or use of the services potential drugs directed against specific targets (such as genes, proteins, enzymes or manufactures or sells any of the products provided or offered other biological molecules) selected by the Company or if it performs any other services and/or engages in the production(“Company Targets”), manufactureincluding without limitation chemistry, distribution or sale of any product similar to services or productspre-clinical studies, which services or products were performed, produced, manufactured, distributed or sold by bio-marker discovery and clinical studies. You acknowledge that the Company will be free to select Company Targets in its sole discretion, and that the business of the Company may change over the course of your engagement and that this Agreement shall remain in full force and effect and shall apply to the Company’s business and Company Targets as they exist at any time during the period while you are employed hereunderyour engagement. (iii) You further acknowledge that, while you are employed hereunderduring the course of your performing services for the Company, the Company will furnish, disclose or make available to you Confidential Information (as defined below) related to the Company’s business and that the Company may provide you with unique and specialized trainingbusiness. You also acknowledge that such Confidential Information and such training have been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the Company. You also acknowledge that if you become employed or affiliated with any competitor of the Company in violation of your obligations in this Agreement, it is inevitable that you would disclose the Confidential Information to such competitor and would use such Confidential Information, knowingly or unknowingly, on behalf of such competitor. Further, in the course of your engagement, you will be introduced to customers and others with important relationships to the Company. You acknowledge that any and all “goodwill” created through such introductions belongs exclusively to the Company, including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between you and any customers of the Company. (iv) For purposes of this Agreement, “Confidential Information” means non-public, confidential and proprietary information of the CompanyCompany that the Company takes reasonable efforts to maintain as confidential, whether in written, oral, electronic or other form, including but not limited to, information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, inventions, or any other scientific, technical or trade secrets of the Company or of any third party provided to you or the Company under a condition of confidentiality, provided that Confidential Information will not include information that is (1) in the public domain other than through any fault or act by you. The term “trade secrets,” as used in this Agreement, (2) known to you prior to will be given its disclosure to you in the course of your employment hereunderbroadest possible interpretation and will include, without limitation, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records or any secret scientific, technical, merchandising, production or management information, or (3) lawfully disclosed to you by a source any design, process, procedure, formula, invention, improvement or other than confidential or proprietary information or documents, which is non-public and the Company which source has a legal right takes reasonable efforts to disclose such informationmaintain as confidential.

Certain Acknowledgements and Agreements. (ia) We The Parties have discussed, and you recognize the Service Provider recognizes and acknowledge acknowledges, the competitive and proprietary aspects of the business of the Company and any parent, subsidiary and affiliate of the Company (collectively with the Company, the “Company Group”). (iib) You acknowledge The Service Provider acknowledges that a business will shall be deemed competitive with the Company Group if it performs any of the services or manufactures or sells any of the products provided or offered by the Company Group or if it performs any other services and/or engages in the production, manufacture, distribution or sale of any product similar to services or products, which services or products were performed, produced, manufactured, distributed distributed, sold, under development or sold planned by the Company Group during the period while you are employed hereunderthe Service Provider performed Services hereunder in the golf industry. (iiic) You The Service Provider further acknowledge acknowledges that, while you are employed the Service Provider performs Services hereunder, the Company will shall furnish, disclose or make available to you the Service Provider Confidential Information (as defined below) related to the Company’s business of the Company Group and that the Company may provide you the Service Provider with unique and specialized training. You The Service Provider also acknowledge acknowledges that such Confidential Information and such training have been developed and will shall be developed by the Company Group through the expenditure by the Company Group of substantial time, effort and money and that all such Confidential Information and training could be used by you the Service Provider to compete with the CompanyCompany Group. The Service Provider also acknowledges that if the Service Provider provides services to, or becomes employed or affiliated with, any competitor of the Company Group in violation of the Service Provider’s obligations in this Agreement, it is inevitable that the Service Provider would disclose the Confidential Information to such competitor and would use such Confidential Information, knowingly or unknowingly, on behalf of such competitor. (ivd) For purposes of this Agreement, “Confidential Information” means confidential and proprietary information of the CompanyCompany Group, whether in written, oral, electronic or other form, including but not limited to, information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, inventions, or any other scientific, technical or trade secrets of the Company Group or of any third party provided to you the Service Provider or the Company Group under a condition of confidentiality, provided that Confidential Information will shall not include information that is (1) in the public domain other than through any fault or act by youthe Service Provider. The term “trade secrets,” as used in this Agreement, (2) known to you prior to shall be given its disclosure to you in broadest possible interpretation under the course law of your employment hereunderArizona and shall include, without limitation, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records secret scientific, technical, merchandising, production or management information, or (3) lawfully disclosed to you by a source any design, process, procedure, formula, invention, improvement or other than the Company which source has a legal right to disclose such informationconfidential or proprietary information or documents.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge acknowledge, the competitive and proprietary aspects of the business of the CompanyCompany Group. (ii) You acknowledge that a business will be deemed competitive with the Company Group if it performs any of the services or manufactures or sells any of the products provided or offered by the Company or if it performs any other services and/or engages in a business activity which is, directly or indirectly, related to the productionresearch, development, manufacture, distribution marketing, selling or sale servicing of any product products or services that are competitive with or otherwise similar to the products or services being marketed, sold, serviced or products, which services under development or products were performed, produced, manufactured, distributed consideration by or sold by on behalf of the Company during Group, including, but not limited to, services and products related to the period while you are employed hereunder.crystallization of proteins, antibodies or any other matter. <PAGE> Xx. Xxxxxxx Xxxxxx May 6, 2005 Page 5 of 16 (iii) You further acknowledge that, while you are employed hereunderby the Company, the Company Group will furnish, disclose or make available to you Confidential Information (as defined below) related to the Company’s business of the Company Group and that the Company Group may provide you with unique and specialized training. You also acknowledge that such Confidential Information and such training have been developed and will be developed by the Company Group through the expenditure by the Company Group of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the Company Group. You also acknowledge that if you become employed or affiliated with any competitor of the Company Group in violation of your obligations in this Agreement, it is inevitable that you would disclose the Confidential Information to such competitor and would use such Confidential Information, knowingly or unknowingly, on behalf of such competitor. Further, while you are employed by the Company, you will be introduced to customers and others with important relationships to the Company Group. You acknowledge that any and all “goodwill” created through such introductions belongs exclusively to the Company Group, including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between yourself and any strategic partners, research and development collaborators, customers, patrons, vendors and suppliers of the Company Group. (iv) For purposes of this Agreement, “Confidential Information” means confidential and proprietary information of the CompanyCompany Group, whether in written, oral, electronic or other form, including but not limited to, any and all versions of the Company Group’s proprietary pharmaceutical systems, data and documentation, all proprietary computer system software, firmware, data, documentation and information now or later created, developed, produced or marketed by the Company Group, or any other information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, collaborators, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, inventions, or any other scientific, technical or trade secrets of the Company Group or of any third party provided to you or the Company Group under a condition of confidentiality, provided that Confidential Information will not include information that is (1) in the public domain other than through any fault or act by you. The term “trade secrets,” as used in this Agreement, (2) known to you prior to will be given its disclosure to you in broadest possible interpretation under the course law of your employment hereunderthe Commonwealth of Massachusetts and will include, without limitation, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records secret, scientific, technical, merchandising, production or management information, or (3) lawfully disclosed to you by a source any design, process, procedure, formula, invention, improvement or other than the Company which source has a legal right to disclose such informationconfidential or proprietary information or documents.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company. (ii) You understand and acknowledge that a business the Company will be deemed competitive with engaged in the Company if it performs any research, development, manufacture, licensing or use of the services potential drugs directed against specific targets (such as genes, proteins, enzymes or manufactures or sells any of the products provided or offered other biological molecules) selected by the Company or if it performs any other services and/or engages in the production(“Company Targets”), manufactureincluding without limitation chemistry, distribution or sale of any product similar to services or productspre-clinical studies, which services or products were performed, produced, manufactured, distributed or sold by bio-marker discovery and clinical studies. You acknowledge that the Company will be free to select Company Targets in its sole discretion, and that the business of the Company may change over the course of your engagement and that this Agreement shall remain in full force and effect and shall apply to the Company’s business and Company Targets as they exist at any time during the period while you are employed hereunderyour engagement. (iii) You further acknowledge that, while you are employed hereunderduring the course of your performing services for the Company, the Company will furnish, disclose or make available to you Confidential Information (as defined below) related to the Company’s business and that the Company may provide you with unique and specialized trainingbusiness. You also acknowledge that such Confidential Information and such training have been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the Company. You also acknowledge that if you become employed or affiliated with any competitor of the Company in violation of your obligations in this Agreement, it is inevitable that you would disclose the Confidential Information to such competitor and would use such Confidential Information, knowingly or unknowingly, on behalf of such competitor. Further, in the course of your engagement, you will be introduced to customers and others with important relationships to the Company. You acknowledge that any and all “goodwill” created through such introductions belongs exclusively to the Company, including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between you and any customers of the Company. (iv) For purposes of this Agreement, “Confidential Information” means confidential and proprietary information of the Company, whether in written, oral, electronic or other form, including but not limited to, information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, inventions, or any other scientific, technical or trade secrets of the Company or of any third party provided to you or the Company under a condition of confidentiality, provided that Confidential Information will not include information that is (1) in the public domain other than through any fault or act by you. The term “trade secrets,” as used in this Agreement, (2) known to you prior to will be given its disclosure to you in the course of your employment hereunderbroadest possible interpretation and will include, without limitation, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records or any secret scientific, technical, merchandising, production or management information, or (3) lawfully disclosed to you by a source any design, process, procedure, formula, invention, improvement or other than the Company which source has a legal right to disclose such informationconfidential or proprietary information or documents.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and sometimes proprietary aspects of the business of the Company. (ii) You acknowledge and agree that a business will be deemed competitive with the Company if it performs any of the services or manufactures or sells any of the products provided or offered by the Company or if it performs any other services and/or engages is engaged in the production, manufacture, distribution or sale exploration for deep water aquifers in the United States below a level of any product similar to services or products, which services or products were performed, produced, manufactured, distributed or sold by the Company during the period while you are employed hereunder1,500 feet from surface. (iii) You further acknowledge and agree that, while you are employed hereunderduring the course of your performing services for the Company, the Company will furnish, disclose or make available to you Confidential Information (as defined below) related to the Company’s 's business and that the Company may provide you with unique and specialized training. You also acknowledge that such Confidential Information and such training have been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the Company. (iv) For purposes of this Agreement, “"Confidential and Proprietary Information” " means confidential and proprietary information of the Company which was disclosed to or developed by you during the course of performing services for, or receiving training from, the Company, whether in written, oral, electronic or other formand is not available to the public, including but not limited to, to information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, inventions, or any other scientific, technical technical, trade or trade secrets business secret of the Company or of any third party provided to you or the Company under a condition of confidentiality, provided that Confidential and Proprietary Information will shall not include information that is (1) in the public domain other than through any fault or act by you, (2) known to you prior to its disclosure to you in the course of your employment hereunderby the Company, or (3) lawfully disclosed to you by a source other than the Company which source has a the legal right to disclose such information.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the CompanyCompany Group. (ii) You acknowledge that a business will be deemed competitive with the business of the Company Group if it performs any of the services or researches, develops, manufactures or sells any of the products provided or offered by the Company or if it performs any other services and/or engages in the production, manufacture, distribution or sale of any product similar to services or products, which services commercializes cell-based wound healing technology or products were performed, produced, manufactured, distributed or sold by the Company during the period while you are employed hereunder(each a “Competitive Company”). (iii) You further acknowledge that, while you are employed hereunder, the Company Group will furnish, disclose or make available to you Confidential Information (as defined below) related to the Company’s business of the Company Group and that the Company Group may provide you with unique and specialized training. You also acknowledge that such Confidential Information and such training have been developed and will be developed by the Company Group through the expenditure by the Company Group of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the CompanyCompany Group. You also acknowledge that if you become employed or affiliated with any Competitive Company in violation of your obligations in this Agreement, it is inevitable that you would disclose the Confidential Information to such competitor and would use such Confidential Information, knowingly or unknowingly, on behalf of such competitor. Further, while you are employed hereunder, you will be introduced to customers and others with important relationships to the Company Group. You acknowledge that any and all “goodwill” created through such introductions belongs exclusively to the Company Group, including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between yourself and any customers of the Company Group. (iv) For purposes of this Agreement, “Confidential Information” means confidential any information concerning the organization, business (including products and proprietary information of the Company, whether in written, oral, electronic technology) or other form, including but not limited to, information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, inventions, or any other scientific, technical or trade secrets finances of the Company or of any third party provided to you or that the Company is under a condition of confidentiality, provided an obligation to keep confidential that is maintained by the Company as confidential. Such Confidential Information will shall include, but is not include limited to, trade secrets or confidential information that is respecting inventions, products, technology, data, test results, designs, methods, formulae, know-how, show-how, techniques, systems, processes, software programs, works of authorship, research and development, agreements with customers or other entities or individuals, data, specifications, customer (1existing and prospective) in the public domain other than through any fault or act by youand supplier identification, (2) known to you prior to its disclosure to you in the course of your employment hereunderfinancials, or (3) lawfully disclosed to you by a source other than the Company which source has a legal right to disclose such product cost and profit information, projects, plans and proposals.

Certain Acknowledgements and Agreements. (i) i. We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company. ii. You understand and acknowledge that the Company will be engaged in the research, development, manufacture, licensing or use of potential drugs directed against specific targets (iisuch as genes, proteins, enzymes or other biological molecules) selected by the Company (“Company Targets”), including without limitation chemistry, pre-clinical studies, bio-marker discovery and clinical studies. You acknowledge that a business the Company will be deemed competitive with free to select Company Targets in its sole discretion, and that the business of the Company if it performs may change over the course of your engagement and that this Agreement shall remain in full force and effect and shall apply to the Company’s business and Company Targets as they exist at any of the services or manufactures or sells any of the products provided or offered by the Company or if it performs any other services and/or engages in the production, manufacture, distribution or sale of any product similar to services or products, which services or products were performed, produced, manufactured, distributed or sold by the Company time during the period while you are employed hereunderyour engagement. (iii) . You further acknowledge that, while you are employed hereunderduring the course of your performing services for the Company, the Company will furnish, disclose or make available to you Confidential Information (as defined below) related to the Company’s business and that the Company may provide you with unique and specialized trainingbusiness. You also acknowledge that such Confidential Information and such training have been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the Company. You also acknowledge that if you become employed or affiliated with any competitor of the Company in violation of your obligations in this Agreement, it is inevitable that you would disclose the Confidential Information to such competitor and would use such Confidential Information, knowingly or unknowingly, on behalf of such competitor. Further, in the course of your engagement, you will be introduced to customers and others with important relationships to the Company. You acknowledge that any and all “goodwill” created through such introductions belongs exclusively to the Company, including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between you and any customers of the Company. (iv) . For purposes of this Agreement, “Confidential Information” means confidential and proprietary information of the Company, whether in written, oral, electronic or other form, including but not limited to, information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, inventions, or any other scientific, technical or trade secrets of the Company or of any third party provided to you or the Company under a condition of confidentiality, provided that Confidential Information will not include information that is (1) in the public domain other than through any fault or act by you. The term “trade secrets,” as used in this Agreement, (2) known to you prior to will be given its disclosure to you in the course of your employment hereunderbroadest possible interpretation and will include, without limitation, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records or any secret scientific, technical, merchandising, production or management information, or (3) lawfully disclosed to you by a source any design, process, procedure, formula, invention, improvement or other than the Company which source has a legal right to disclose such informationconfidential or proprietary information or documents.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company. (ii) You acknowledge that a business will shall be deemed a “competitive with the Company business” if it performs any of the services or researches, develops, manufactures or sells any of the products provided or offered by the Company or if it performs any other services and/or engages in the production, manufacture, distribution or sale of any product similar to services commercializes cell-based wound healing technology or products, which services or products were performed, produced, manufactured, distributed or sold by the Company during the period while you are employed hereunder. (iii) You further acknowledge that, while you are employed hereunder, the Company will furnish, disclose or make available to you Confidential Information (as defined below) related to the business of the Company’s business and that the Company may provide you with unique and specialized training. You also acknowledge that such Confidential Information and such training have has been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the Company. You also acknowledge that if you become employed or affiliated with any competitive business in violation of your obligations in this Agreement, it is possible that you could disclose the Confidential Information to such competitor and could use such Confidential Information, knowingly or unknowingly, on behalf of such competitor. Further, while you are employed hereunder, you will be introduced to customers and others with important relationships to the Company. You acknowledge that any and all “goodwill” created through such introductions as the same relates to the business of the Company belongs exclusively to the Company, including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between yourself and any customers of the Company. (iv) For purposes of this Agreement, “Confidential Information” means confidential any information concerning the organization, business (including products and proprietary information of the Company, whether in written, oral, electronic technology) or other form, including but not limited to, information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, inventions, or any other scientific, technical or trade secrets finances of the Company or of any third party provided to you or that the Company is under a condition of confidentiality, provided an obligation to keep confidential that is maintained by the Company as confidential. Such Confidential Information will shall include, but is not include limited to, trade secrets or confidential information respecting inventions, products, technology, data, test results, designs, methods, formulae, know-how, show-how, techniques, systems, processes, software programs, works of authorship, research and development, agreements with customers or other entities or individuals, data, specifications, customer (existing and prospective) and supplier identification, financials, product cost and profit information, projects, plans and proposals. For purposes hereof, “Confidential Information” does not include, and there shall be no obligation hereunder with respect to (i) information known by you prior to your employment by the Company other than information learned during the period you were a consultant to the Company, and (ii) information that is (1) in or becomes generally available to the public domain other than through any fault or act as a result of a disclosure by you, (2) known to you prior to its disclosure to you in violation of the course terms of your employment hereunder, or (3) lawfully disclosed to you by a source other than the Company which source has a legal right to disclose such informationthis Agreement.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the CompanyCompany Group. (ii) You acknowledge that a business will be deemed competitive with the business of the Company Group if it performs any of the services or researches, develops, manufactures or sells any of the products provided or offered by the Company or if it performs any other services and/or engages in the production, manufacture, distribution or sale of any product similar to services or products, which services commercializes cell-based wound healing technology or products were performed, produced, manufactured, distributed or sold by the Company during the period while you are employed hereunder(each a “Competitive Company”). (iii) You further acknowledge that, while you are employed hereunder, the Company Group will furnish, disclose or make available to you Confidential Information (as defined below) related to the Company’s business of the Company Group and that the Company Group may provide you with unique and specialized training. You also acknowledge that such Confidential Information and such training have been developed and will be developed by the Company Group through the expenditure by the Company Group of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the CompanyCompany Group. You also acknowledge that if you become employed or affiliated with any Competitive Company in violation of your obligations in this Agreement, it is possible that you would disclose the Confidential Information to such competitor and would use such Confidential Information, knowingly or unknowingly, on behalf of such competitor. Further, while you are employed hereunder, you will be introduced to customers and others with important relationships to the Company Group. You acknowledge that any and all “goodwill” created through such introductions as the same relates to the business of the Company Group belongs exclusively to the Company Group, including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between yourself and any customers of the Company Group. (iv) For purposes of this Agreement, “Confidential Information” means confidential any information concerning the organization, business (including products and proprietary information of the Company, whether in written, oral, electronic technology) or other form, including but not limited to, information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, inventions, or any other scientific, technical or trade secrets finances of the Company or of any third party provided to you or that the Company is under a condition of confidentiality, provided an obligation to keep confidential that is maintained by the Company as confidential. Such Confidential Information will shall include, but is not include limited to, trade secrets or confidential information respecting inventions, products, technology, data, test results, designs, methods, formulae, know-how, show-how, techniques, systems, processes, software programs, works of authorship, research and development, agreements with customers or other entities or individuals, data, specifications, customer (existing and prospective) and supplier identification, financials, product cost and profit information, projects, plans and proposals. For purposes hereof, “Confidential Information” does not include, and there shall be no obligation hereunder with respect to (i) information known by you prior to your employment by the Company other than information learned during the period you were a consultant to the Company, and (ii) information that is (1) in or becomes generally available to the public domain other than through any fault or act as a result of a disclosure by you, (2) known to you prior to its disclosure to you in violation of the course terms of your employment hereunder, or (3) lawfully disclosed to you by a source other than the Company which source has a legal right to disclose such informationthis Agreement.

Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company. (ii) You acknowledge that a business will be deemed competitive with your employment by the Company if it performs any creates a relationship of confidence and trust between the Company and you with respect to certain information relating to the business and affairs of the services Company or manufactures applicable to the business of any client, customer, consultant, partner, external collaborator or sells any service provider of the products provided or offered Company, which may be made known to you by the Company or if it performs by any other services and/or engages in client, customer, consultant, partner, external collaborator or service provider of the productionCompany, manufacture, distribution or sale of any product similar to services or products, which services or products were performed, produced, manufactured, distributed or sold learned by the Company you during the period while you are employed hereunderof your affiliation with the Company. (iii) You further acknowledge that, while you are employed hereunder, the Company will furnish, disclose or make available to you Confidential Information (as defined in Section 8 (a)(iv) below) related to the business of the Company (whether or not the information has commercial value to the Company’s business and that the Company may provide you with unique and specialized trainingbusiness). You also acknowledge that such Confidential Information and such training have has been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the Company. You also acknowledge that if you become employed or affiliated with any competitor of the Company, it is possible that you would disclose Confidential Information to such competitor and would use Confidential Information, knowingly or unknowingly, on behalf of such competitor. (iv) For purposes of this Agreement, “Confidential Information” means confidential and proprietary information of the Company, whether in written, oral, electronic or other form, including but not limited toincluding, information without limitation, systems, processes, formulae, data, functional specifications, computer software, programs and facts concerning displays, know-how, improvements, discoveries, inventions, developments, designs, techniques, marketing plans, strategies, forecasts, new and proposed products and technologies, unpublished financial statements and financial information, business plans, customersbudgets, future customersprojections, supplierslicenses, licensorsprices, licensees, partners, investors, affiliates or otherscosts, training methods and materials, financial information, sales prospects, and customer, supplier, manufacturer, collaborator, partner, and client listslists and any and all intellectual properties, inventions, or including any other scientific, technical or trade secrets of the Company or of any third party provided to you or the Company under a condition of confidentiality, provided that Confidential Information will not include information that is (1) in the public domain other than through any fault or act by you, (2) known to you prior to its disclosure to you in the course of your employment hereunder, or (3) lawfully disclosed to you by a source other than the Company which source has a legal right to disclose such information.