Common use of Confidentiality, Non-Competition and Non-Solicitation Clause in Contracts

Confidentiality, Non-Competition and Non-Solicitation. 1.1 I am aware that in the framework and/or as a result of my employment with the Company, I may (or may have) receive(d), learn(ed), be(en) exposed to, obtain(ed), or have (had) access to information relating to the Company, its business and activities, including without limitation commercial, financial, business, professional, technical, technological information, information regarding the Company’s products, inventions, developments, processes, specifications, know-how and trade secrets, marketing, operations, plans, activities, policies and procedures, customers, suppliers, business partners, etc., information of third parties, all whether or not marked confidential (the “Confidential Information”), which is highly confidential and of great value to the Company and constitutes professional and commercial secrets, and its unauthorized disclosure or use will cause severe damage and losses. 1.2 I am aware that in the framework of my employment I may also receive and/or be exposed to confidential information of third parties with respect to which I am also obliged hereunder, and with respect to which the Company may have a duty of confidentiality and non-use, and any unauthorized disclosure or use thereof could result in the Company’s breach of its contractual obligations. 1.3 I undertake (a) to maintain the Confidential Information, and any part thereof, in strict confidence and not to, directly or indirectly, communicate, publish, reveal, describe, allow access to or otherwise disclose or expose the Confidential Information in whole or in part, in writing or otherwise; and (b) not to use the Confidential Information for any purpose other than for the performance of my employment; all during the period of my employment and thereafter, without any limitation of lime, Notwithstanding, said undertakings shall not apply to information that I can prove to be generally available to the public not as a result, of my fault. 1.4 Without derogating from and in addition to the provisions of law and/or agreement, I undertake that upon the earlier of the Company’s request or the termination of my employment, I shall return to the Company any and all documents and tangible materials containing Confidential Information and shall erase or destroy any computer or data files in my possession containing Confidential Information, 1.5 I undertake that, absent the prior written consent of the Company, for so long as I am employed by the Company and for a period of 12 (twelve) months following the termination of the employee-employer relationship between the Company and myself, for any reason whatsoever, I shall not, directly or indirectly: (a) be involved in any activity which is in any way competitive with the Company or its business, including without limitation in the field of drug development, or be employed or engaged, by any entity which is in any way competitive with the Company or its business; (b) employ, offer to employ or otherwise engage or solicit for employment or engagement any person who is or was, during the 6 (six) month period prior to the termination of my employment with the Company, an employee or exclusive consultant, exclusive supplier or exclusive contractor of the Company nor conduct any business activity of the kind and/or in the field that the Company conducts with any person or entity that at the time of the termination of the employee-employer relationship between myself and the Company, or during the period of six months prior thereto, was in business contacts with the Company, including without limitation, customers, suppliers, consultants, advisors, service providers, employees, etc. (hereinafter: a “Third Party”), nor take any action which could intervene in the relationship of the Company with such Third Party. I expressly acknowledge that the Company’s business and operating market is world-wide, and the obligations prescribed herein shall apply on a World-wide basis. For the purpose of this section “directly or indirectly” includes doing business as an owner, independent contractor, shareholder, director, partner, manager, agent, employee, advisor, etc., but does not include holding of up to 3% of free market shares of publicly traded companies. 1.6 I confirm that the compensation in my Employment Agreement, with respect to which negotiations were conducted, includes and incorporates special consideration for the non-competition undertaking, and constitutes full and appropriate compensation therefor.

Confidentiality, Non-Competition and Non-Solicitation. 1.1 I am aware that in the framework and/or as a result of my employment with the Company, I may (or may have) receive(d), learn(ed), be(en) exposed to, obtain(ed), or have (had) access to information relating to the Company, its business and activities, including without limitation commercial, financial, business, professional, technical, technological information, information regarding the Company’s 's products, inventions, developments, processes, specifications, know-how and trade secrets, marketing, operations, plans, activities, policies and procedures, customers, suppliers, business partners, etc., information of third parties, all whether or not marked confidential (the “"Confidential Information”"), which is highly confidential and of great value to the Company and constitutes professional and commercial secrets, and its unauthorized disclosure or use will cause severe damage and losses. 1.2 I am aware that in the framework of my employment I may also receive and/or be exposed to confidential information of third parties with respect to which I am also obliged hereunder, and with respect to which the Company may have a duty of confidentiality and non-use, and any unauthorized disclosure or use thereof could result in the Company’s 's breach of its contractual obligations. 1.3 I undertake (a) to maintain the Confidential Information, and any part thereof, in strict confidence and not to, directly or indirectly, communicate, publish, reveal, describe, allow access to or otherwise disclose or expose the Confidential Information in whole or in part, in writing or otherwise; and (b) not to use the Confidential Information for any purpose other than for the performance of my employment; all during the period of my employment and thereafter, without any limitation of lime, time. Notwithstanding, said undertakings shall not apply to information that I can prove to be generally available to the public not as a result, result of my fault. 1.4 Without derogating from and in addition to the provisions of law and/or agreement, I undertake that upon the earlier of the Company’s 's request or the termination of my employment, I shall return to the Company any and all documents and tangible materials containing Confidential Information and shall erase or destroy any computer or data files in my possession containing Confidential Information,. 1.5 I undertake that, absent the prior written consent of the Company, for so long as I am employed by the Company and for a period of 12 (twelve) months following the termination of the employee-employer relationship between the Company and myself, for any reason whatsoever, I shall not, directly or indirectly: (a) be involved in any activity which is in any way competitive with the Company or its business, including without limitation in the field 152 of drug developmentmedical devices for shoulders and/or biodegradable balloons, or be employed or engaged, by any entity which is in any way competitive with the Company or its business; (b) employ, offer to employ or otherwise engage or solicit for employment or engagement any person who is or was, during the 6 (six) month period prior to the termination of my employment with the Company, an employee or exclusive consultant, exclusive supplier or exclusive contractor of the Company nor conduct any business activity of the kind and/or in the field that the Company conducts with any person or entity that at the time of the termination of the employee-employer relationship between myself and the Company, or during the period of six months prior thereto, was in business contacts with the Company, including without limitation, customers, suppliers, consultants, advisors, service providers, employees, etc. (hereinafter: a “"Third Party”"), nor take any action which could intervene in the relationship of the Company with such Third Party. I expressly acknowledge that the Company’s 's business and operating market is world-wide, and the obligations prescribed herein shall apply on a Worldworld-wide basis. For the purpose of this section “"directly or indirectly” " includes doing business as an owner, independent contractor, shareholder, director, partner, manager, agent, employee, advisor, etc., . but does not include holding of up to 3% of free market shares of publicly traded companies. 1.6 I confirm that the compensation in my Employment Agreement, with respect to which negotiations were conducted, includes and incorporates special consideration for the non-competition undertaking, and constitutes full and appropriate compensation therefor.

Confidentiality, Non-Competition and Non-Solicitation. 1.1 Except as required or permitted by statute, regulation or court order, or pursuant to written consent given by SLM’s General Counsel, I am aware agree not to disclose to anyone else any of the information or materials which are proprietary or trade secrets of SLM or are otherwise confidential. In addition, in consideration of the Special Payments and Benefits described above, I hereby acknowledge that I previously signed an Agreement Regarding Confidentiality, Intellectual Property, and Non-Solicitation, on June 1, 2003 (“June 1, 2003 Agreement”) , and that I continue to be bound by the terms of those agreements. Notwithstanding the foregoing, in the framework and/or as a result consideration of my employment with additional affirmation that I will follow the Companyterms of the June 1, 2003 Agreement and this Agreement and Release, and the Special Payments and Benefits described above, I may (or may have) receive(d), learn(ed), be(en) exposed to, obtain(ed), or have (had) access to information relating to the Company, its business and activities, including without limitation commercial, financial, business, professional, technical, technological information, information regarding the Company’s products, inventions, developments, processes, specifications, know-how and trade secrets, marketing, operations, plans, activities, policies and procedures, customers, suppliers, business partners, etc., information of third parties, all whether or not marked confidential (the “Confidential Information”), which is highly confidential and of great value to the Company and constitutes professional and commercial secrets, and its unauthorized disclosure or use will cause severe damage and losses. 1.2 agree as follows: I am aware that in the framework of my employment I may also receive and/or be exposed to confidential information of third parties with respect to which I am also obliged hereunder, and with respect to which the Company may have a duty of confidentiality and non-use, and any unauthorized disclosure or use thereof could result in the Company’s breach of its contractual obligations. 1.3 I undertake (a) to maintain the Confidential Information, and any part thereof, in strict confidence and not toshall not, directly or indirectly, communicate, publish, reveal, describe, allow access to compete with SLM or otherwise disclose its subsidiaries or expose the Confidential Information in whole or in part, in writing or otherwise; and (b) not to use the Confidential Information for any purpose other than for the performance of my employment; all during the period of my employment and thereafter, without any limitation of lime, Notwithstanding, said undertakings shall not apply to information that I can prove to be generally available to the public not as a result, of my fault. 1.4 Without derogating from and in addition to the provisions of law and/or agreement, I undertake that upon the earlier of the Company’s request or the termination of my employment, I shall return to the Company any and all documents and tangible materials containing Confidential Information and shall erase or destroy any computer or data files in my possession containing Confidential Information, 1.5 I undertake that, absent the prior written consent of the Company, for so long as I am employed by the Company and affiliates for a period of 12 six (twelve6) months after the date of termination of my employment for whatever reason (“Restricted Period”). For the purposes of this Section 6, “compete” means owning, managing, operating, financing, working, consulting, advising, representing, or providing the same or similar services with or without compensation in any capacity as those I provided to SLM within the last two (2) years of my employment to any business engaged in the same business conducted by SLM at the time of my termination. In further consideration of the Special Payments and Benefits described above in this Agreement and Release, I agree that for twenty-four (24) months after my date of termination of my employment for whatever reason (collectively, the “Non-Solicitation Employee Period”) that I shall not solicit or encourage any employee with whom I communicated within the last year of my employment to leave the employ of SLM, or hire any such employees. Further, for a period of six (6) months following the termination of my employment with the employee-employer relationship between the Company and myself, for any reason whatsoeverSLM, I shall not, directly or indirectly: , contact or accept business that SLM could otherwise perform from any of SLM’s customers or prospective customers with whom I communicated within the last two (a2) years of my employment. I expressly agree that the markets served by SLM extend nationally are not dependent on the geographic location of the personnel or the businesses by which they are employed and that the restrictions set forth in this Section have been designed to be involved reasonable and are no greater than are required for the protection of SLM and do not prevent me from earning a livelihood by working in positions that do not compete with SLM. In the event that a court shall determine that any activity which provision of the Agreement is unenforceable, the parties shall request that the court construe this Agreement in any way competitive such a fashion as to render it enforceable and to revise time, geographic and functional limits to those minimum limits that the court believes are reasonable to protect the interests of SLM. I acknowledge and agree that this covenant has unique, substantial and immeasurable value to SLM, that I have sufficient skills to provide a livelihood for you while this covenant remains in force, and that this covenant will not interfere with my ability to work consistent with my experience, training, and education. To enable SLM to monitor compliance with the Company or its businessobligations imposed by this Agreement, including without limitation I further agree to inform in writing Sxxxxx Mae’s Senior Vice President, Administration of the field identity of drug development, or be employed or engaged, by any entity which is in any way competitive with the Company or its business; (bmy subsequent employer(s) employ, offer to employ or otherwise engage or solicit for employment or engagement any person who is or was, during the 6 (six) month period and my prospective job title and responsibilities prior to beginning employment. I agree that this notice requirement shall remain in effect for twenty-four (24) months following the termination of my employment with employment. In the Company, an employee event that the Board of Directors of SLM or exclusive consultant, exclusive supplier or exclusive contractor its successor reasonably determines that I have violated any of the Company nor conduct any business activity post-employment restrictions of the kind and/or in the field Agreement and Release or if a court determines that the Company conducts with any person all or entity that at the time a substantial part of such restrictions are held to be unenforceable, I will return to SLM 50% of the termination of the employee-employer relationship between myself Special Payments provided to me pursuant to Section 1(a) and the CompanySection 1(b) above. The illegality, unenforceability, or during the period ineffectiveness of six months prior thereto, was in business contacts with the Company, including without limitation, customers, suppliers, consultants, advisors, service providers, employees, etc. (hereinafter: a “Third Party”), nor take any action which could intervene in the relationship of the Company with such Third Party. I expressly acknowledge that the Company’s business and operating market is world-wide, and the obligations prescribed herein shall apply on a World-wide basis. For the purpose provision of this section “directly Section shall not affect the legality, enforceability, or indirectly” includes doing business as an ownereffectiveness of any other provision of this Agreement and Release. Notwithstanding the confidentiality provisions identified in Section 4(d) of this Agreement and Release, independent contractor, shareholder, director, partner, manager, agent, employee, advisor, etcI may disclose my SLM restrictive covenants to prospective employers and agree that SLM may provide a copy of this Agreement and Release to my prospective or future employers., but does not include holding of up to 3% of free market shares of publicly traded companies. 1.6 I confirm that the compensation in my Employment Agreement, with respect to which negotiations were conducted, includes and incorporates special consideration for the non-competition undertaking, and constitutes full and appropriate compensation therefor.

Confidentiality, Non-Competition and Non-Solicitation. 1.1 1.1. I hereby declare and confirm that I am aware that the knowledge and information that has been and/or will be given to me and/or which I have obtained and/or which I will obtain and/or have come and/or which will come to my attention during the course of and/or due to providing Services in the framework Company in all matters related and/or as a result of my employment with the Company, I may (or may have) receive(d), learn(ed), be(en) exposed to, obtain(ed), or have (had) access to information relating connected to the Company, its business and activitiesoperations, including including, without limitation commercialderogating from the generality of the foregoing, any business, financial, business, professional, technical, technological informationtechnological, commercial and economic information and including information regarding the Company’s its products, developments and inventions, developments, processes, specifications, know-how and trade secrets, marketing, operations, its plans, activities, policies and procedures, customers, suppliers, business partnersmarketing methods, etc.and third party information that comes to the attention of the Company, information of third parties, all whether marked as secret or not marked confidential (all of the above hereinafter referred to as: “the Confidential Information”), which is highly confidential and of great value to the Company and constitutes Company, constitute professional and commercial secretssecrets of the company, and its unauthorized disclosure or use will disclosing them shall cause severe damage the company to incur heavy damages and losses. 1.2 1.2. I confirm that I am aware that in as part of the framework provision of the Services to the Company, confidential third party information will be transferred to me and/or will come to my employment I may also receive and/or be exposed to confidential information attention, which is part of third parties with respect to which I am also obliged hereunderthe Confidential Information as aforesaid, and with respect to regarding which the Company may have a duty of confidentiality and non-useis obligated to confidentially towards such third parties, and any unauthorized disclosure or use thereof could result in disclosing same shall cause the Company’s Company to breach of its contractual obligationsundertakings. 1.3 1.3. I undertake (a) to maintain keep the Confidential Information, Information and any part thereof, thereof in strict confidence secrecy, not to disclose it to another person(s) and not toto allow it to be revealed to another person(s), and not to make any use thereof, directly or indirectly, communicate, publish, reveal, describe, allow access to or otherwise disclose or expose the Confidential Information in whole or in part, in writing or otherwise; both during and (b) not to use the Confidential Information for any purpose other than for the performance of my employment; all during the period of after my employment and thereafterin the Company, without any limitation of lime, Notwithstanding, said undertakings shall not apply to information that I can prove to be generally available to the public not as a result, of my faultindefinitely. 1.4 1.4. Without derogating from my obligations in my Agreement with the Company, and in addition to the provisions of law and/or agreementthem, I hereby undertake that immediately upon the earlier of the Company’s request or the termination of my employmentengagement with the Company, whichever is earlier, I shall return to the Company any document, object and all documents the like that contain and/or have on them Confidential Information, and tangible materials containing Confidential Information and I shall erase or destroy delete any computer or data files file in my possession containing that contains Confidential Information,. 1.5 1.5. In light of the sensitivity and confidentiality of the information to which I undertake that, absent am expected to be exposed and in order to protect the prior written consent legitimate interests of the Company, for so long as I am employed by undertake that: (A) During the period of my engagement with the Company and for during a period of 12 6 (twelvesix) months following the after termination of my engagement with the employee-employer relationship between the Company and myselfCompany, for any reason whatsoeverreason, I shall notnot engage in any occupation, directly or indirectly: (a) be involved , in any activity which is in any way competitive activities that may compete directly with the Company or its business, including without limitation in the field country or abroad, in the relevant fields of drug developmenthealth, or be employed or engagedbeauty and quality of life, including by way of work and/or contact with any entity which is in any way competitive with the Company or its business; (b) employ, offer to employ or otherwise engage or solicit for employment or engagement any person who is or was, during the 6 (six) month period prior to the termination of my employment with the Company, an employee or exclusive consultant, exclusive supplier or exclusive contractor of the Company nor conduct any business activity of the kind and/or companies competing in the this field that the Company conducts with (including related companies). (B) I shall not solicit any person or entity that at which, on the time date of the termination of the employee-employer relationship services rendered by me to the Company between myself me and the Company, or during the for a period of six 6 (six) months prior theretoto that, was in business contacts relations with the Company, including without limitationemployees, customers, suppliers, consultants, advisors, service providers, employeesconsultants, contractors, etc. (hereinafter: a the “Third Party”), nor and I shall not take any action which could intervene in that interferes with the relationship of Company’s relations with such a Third Party, or that would dissuade it from engaging with the Company or from continuing the engagement with such Third Partythe Company, in whole or in part, and all whether directly or indirectly. 1.6. I expressly hereby declare and acknowledge that the Company’s business and operating market is world-wide, and the obligations prescribed herein shall apply on a World-wide basis. For the purpose of this section “directly or indirectly” includes doing business as an owner, independent contractor, shareholder, director, partner, manager, agent, employee, advisor, etc., but does not include holding of up to 3% of free market shares of publicly traded companies. 1.6 I confirm that the compensation consideration in my Employment Agreement, Services Agreement with respect to which negotiations were conducted, includes and incorporates the Company embodies within it a special consideration for the in respect of my commitment to non-competition undertaking, as stated above and constitutes a full and appropriate compensation therefor.remuneration in respect of this undertaking. In this section above:

Confidentiality, Non-Competition and Non-Solicitation. 1.1 1.1. I hereby declare and confirm that I am aware of the fact that in the framework any information which was directly and/or indirectly provided and/or shall be provided and/or that came, and/or shall come to my knowledge during and/or as a result of my employment work with the Company, I may (or may have) receive(d), learn(ed), be(en) exposed to, obtain(ed), or have (had) access to information relating to in connection with the Company, its business and activities, including without limitation commercialderogating from the generality of the foregoing, any business, financial, business, professional, technical, technological informationtechnological, commercial and economic information regarding (hereinafter, jointly: the Company’s products, inventions, developments, processes, specifications, know-how and trade secrets, marketing, operations, plans, activities, policies and procedures, customers, suppliers, business partners, etc., information of third parties, all whether or not marked confidential (the “"Confidential Information”"), which is highly confidential secret and of great value to valuable for the Company and constitutes professional its disclosure shall cause the Company significant harm and commercial secretsdamage. All Confidential Information shall be and remain the exclusive property of the Company. Despite the aforesaid, the Confidential Information shall not include (a) Information which was known to the Employee prior to the Commencement of Employment with the Company; or (b) Is or becomes generally available in the public domain, including in the industry in which the Company and/or its subsidiaries are active, including by means of publication of academic papers or patent applications other than by reason of the Employee’s act or omission, constituting a breach of this Agreement; or (c) Reflects the general knowhow and its unauthorized disclosure experience acquired by the Employee during the term of his employment by the Company, or use will cause severe damage and losses(d) Information which the Employee had developed independently, without using the Confidential Information received during his work with the Company. 1.2 1.2. I further acknowledge that I am aware that in during the framework course of my employment work I may also receive will learn and/or be exposed to acquire confidential information of third parties with respect to as well, which I am also obliged hereunder, and as aforesaid is part of the Confidential Information with respect to which the Company is owing a confidentiality obligation to such third parties, the disclosure of which may have a duty of cause the Company to breach its confidentiality and non-use, and any unauthorized disclosure or use thereof could result in the Company’s breach of its contractual obligations. 1.3 1.3. I hereby undertake (a) to maintain the keep in strict confidence all or any such Confidential Information, not to disclose it to other/s and not allow its exposure to other/s and not directly or indirectly make any part use thereof, in strict confidence and not to, directly or indirectly, communicate, publish, reveal, describe, allow access to or otherwise disclose or expose the Confidential Information in whole or in part, in writing or otherwise; and (b) not to use the Confidential Information for any purpose other than for the performance of my employment; all both during the period course of my employment with the Company and for a period of 36 months thereafter, without any limitation unless for the purpose of lime, Notwithstanding, said undertakings fulfilling my duties for the Company under my Employment Agreement. The provisions of this Agreement shall not apply to information that I can prove any Confidential Information required by law to be generally available disclosed, or any Confidential Information ordered to the public not as be disclosed pursuant to an explicit direction of a result, of my faultcompetent authority. 1.4 1.4. Without derogating from and in addition further to the provisions of law and/or agreementmy undertakings hereunder, I hereby undertake that immediately upon the earlier of the Company’s request or the termination termination/expiry of my employmentwork with the Company or at its demand, whichever is earlier, I shall will return to the Company any and all documents and tangible materials containing documents, objects etc. which contain or refer to any Confidential Information and I shall erase or destroy any computer or data delete all files in my possession containing which contain any such Confidential Information,. 1.5 1.5. I hereby undertake that, absent to take all necessary precautions to prevent the prior written consent loss of any such Confidential Information and/or the reaching of such Confidential Information and/or documents to the hands of third parties. I will immediately inform the Company of any event where any such Confidential Information is lost and/or reaches third parties. 1.6. Further to my confidentiality undertakings and in view of the sensitive nature of the information to which I am exposed and my senior position and in order to protect such legitimate interests of the Company, for so long as I am employed by hereby undertake that both during the course of my employment with the Company and for a period of 12 (twelve) months following the termination of the employee-employer relationship between me and the Company and myself, for any reason whatsoever, (hereinafter: the "Non-Competition Period") I shall not, directly and/or indirectly, work and/or provide services, either by myself or indirectly: (a) be involved through any corporation on my behalf, as a salaried employee, self-employed person, consultant, partner, shareholder, director or otherwise, as part of or for any customer of the Company, or for any competitor company/entity, in any activity which is in any way competitive business competing with the Company or its Company’s business and refrain from any activities competing with the Company’s business. 1.7. Moreover, I further undertakes not to approach during my employment and during the Non-Competition Period any of the Company’s customers, suppliers and service providers, including without limitation in the field of drug development, or be employed or engaged, by any entity which is in any way competitive such entities with whom the Company or its business; (b) employ, offer to employ or otherwise engage or solicit for employment or engagement any person who is or was, during has conducted negotiations at the 6 (six) month period prior to the time of termination of my employment with the Company, with an employee intent to make them my customers, suppliers or exclusive consultantservice providers, exclusive supplier respectively, and shall not propose any business transactions or exclusive contractor services to them dealing with the same line of business in which the Company is active, other than in the name of the Company nor conduct any business activity and as part of the kind and/or in the field that the Company conducts with any person or entity that at the time of the termination of the employee-employer relationship between myself and my duties towards the Company, and/or shall not receive from them (whether of my initiative or during their initiative) either directly or indirectly, any position, invitation, offer, work, provision of service or business in which the period Company is or has been engaged or, to my best knowledge, contemplated to engage. 1.8. During the course of six months prior theretomy employment with the Company and throughout the Non-Competition Period, was in business contacts I undertake to refrain from any solicitation of employees of the Company to leave their employment with the Company, including without limitation, customers, suppliers, consultants, advisors, service providers, employees, etc. (hereinafter: a “Third Party”), nor take to refrain from any action which could intervene in the relationship solicitation of employees of the Company with such Third Party. I expressly acknowledge that the Company’s business and operating market is world-wide, and the obligations prescribed herein shall apply on a World-wide basis. For the purpose of this section “directly to work or indirectly” includes doing business as an owner, independent contractor, shareholder, director, partner, manager, agent, employee, advisor, etcserve another entity or employ them by any other entity., but does not include holding of up to 3% of free market shares of publicly traded companies. 1.6 I confirm that the compensation in my Employment Agreement, with respect to which negotiations were conducted, includes and incorporates special consideration for the non-competition undertaking, and constitutes full and appropriate compensation therefor.