Common use of Recognition of Company’s Rights; Nondisclosure Clause in Contracts

Recognition of Company’s Rights; Nondisclosure. Advisor recognizes that the Company is engaged in a continuous program of research and development respecting its present and future business activities. Advisor agrees as follows: 5.1. AT ALL TIMES DURING THE TERM OF ADVISOR’S ASSOCIATION WITH THE COMPANY AND THEREAFTER, ADVISOR WILL HOLD IN STRICTEST CONFIDENCE AND WILL NOT DISCLOSE, USE, LECTURE UPON OR PUBLISH ANY OF THE COMPANY’S PROPRIETARY INFORMATION (DEFINED BELOW), EXCEPT TO THE EXTENT SUCH DISCLOSURE, USE OR PUBLICATION MAY BE REQUIRED IN DIRECT CONNECTION WITH ADVISOR’S PERFORMING REQUESTED SERVICES FOR THE COMPANY, IS EXPRESSLY AUTHORIZED IN WRITING BY AN OFFICER OF THE COMPANY, OR IS REQUIRED BY LAW. 5.2. THE TERM “PROPRIETARY INFORMATION” shall mean any and all trade secrets, confidential knowledge, know-how, data or other proprietary information or materials of the Company. By way of illustration but not limitation, Proprietary Information includes: (i) inventions, ideas, samples, prototypes, devices, hardware, software, electronic components and materials, and procedures for producing any such items, as well as data, know-how, improvements, inventions, discoveries, developments, designs and techniques; (ii) information regarding plans for research, development, new products, marketing and selling activities, business models, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (iii) information regarding the skills and compensation of employees or other consultants of the Company. The preceding obligations of Advisor of nondisclosure and the limitation upon the right to use the Proprietary Information shall not apply to the extent that Advisor can demonstrate by suitable physical evidence that the Proprietary Information: (a) was in the possession or control of Advisor prior to the time of disclosure hereunder; or (b) was independently developed by employees of Advisor or its affiliated companies, who had no knowledge of the Information; or (c) at the time of disclosure was, or thereafter becomes, public knowledge through no fault or omission of Advisor; or (d) was lawfully obtained by Advisor from a third party under no obligation of confidentiality to Company.

Recognition of Company’s Rights; Nondisclosure. Advisor At all times during the term of his employment and thereafter, Employee will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with his work for the Company, or unless the Chief Executive Officer or the Board of Directors of the Company expressly authorizes such in writing. Employee shall and hereby does assign to the Company any rights he may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be the sole property of the Company and its assigns and that the Company is engaged and its assigns shall be the sole owner of all patent rights, copyrights, trade secret rights and all other rights throughout the world (collectively, "Proprietary Rights") in a continuous program of research and development respecting its present and future business activitiesconnection therewith. Advisor agrees as follows: 5.1. AT ALL TIMES DURING THE TERM OF ADVISOR’S ASSOCIATION WITH THE COMPANY AND THEREAFTER, ADVISOR WILL HOLD IN STRICTEST CONFIDENCE AND WILL NOT DISCLOSE, USE, LECTURE UPON OR PUBLISH ANY OF THE COMPANY’S PROPRIETARY INFORMATION (DEFINED BELOW), EXCEPT TO THE EXTENT SUCH DISCLOSURE, USE OR PUBLICATION MAY BE REQUIRED IN DIRECT CONNECTION WITH ADVISOR’S PERFORMING REQUESTED SERVICES FOR THE COMPANY, IS EXPRESSLY AUTHORIZED IN WRITING BY AN OFFICER OF THE COMPANY, OR IS REQUIRED BY LAW. 5.2. THE TERM “PROPRIETARY INFORMATION” The term "Proprietary Information" shall mean any and all trade secrets, confidential knowledge, know-how, data or any other proprietary information or materials of the CompanyCompany which the Company treats as confidential with respect to the general public. By way of illustration but not limitation, "Proprietary Information includes: Information" includes (ia) inventions, trade secrets, ideas, samplesprocesses, prototypesformulas, devicesdata, hardwareprograms, software, electronic components and materials, and procedures for producing any such items, as well as dataother words of authorship, know-how, improvements, inventions, discoveries, developments, designs and techniquestechniques relating to the business or proposed products of the Company and which were learned or discovered by Employee during the term of his employment with the Company (hereinafter collectively referred to as "Inventions"); and (iib) information regarding plans for research, development, new productsproducts and services, marketing and selling activitiesselling, business modelsplans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; customers which were learned or discovered by him during the term of his employment with the Company, and (iii) information regarding the skills and compensation of other employees or other consultants of the Company. The preceding obligations For purposes of Advisor of nondisclosure and this Agreement, the limitation upon the right to use the term "Proprietary Information Information" shall not apply include information that Employee can show by competent proof (i) was known to Employee prior to disclosure by the Company; (ii) was generally known to the extent that Advisor can demonstrate by suitable physical evidence that public at the Proprietary Information: time Company disclosed the information to Employee; (aiii) was in the possession or control of Advisor prior became generally known to the time public after disclosure by the Company through no act or omission of disclosure hereunderEmployee; or (biv) was independently developed disclosed to Employee by employees of Advisor or its affiliated companies, who had no knowledge of the Information; or (c) at the time of disclosure was, or thereafter becomes, public knowledge through no fault or omission of Advisor; or (d) was lawfully obtained by Advisor from a third party under no obligation of confidentiality having a bona fide right both to Companypossess the information and to disclose it to Employee.

Recognition of Company’s Rights; Nondisclosure. Advisor At all times during the term of his employment and thereafter, Employee will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with his work for the Company, or unless the Chief Executive Officer or the Board of Directors of the Company expressly authorizes such in writing. Employee shall and hereby does assign to the Company any rights he may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be the sole property of the Company and its assigns and that the Company is engaged and its assigns shall be the sole owner of all patent rights, copyrights, trade secret rights and all other rights throughout the world (collectively, "Proprietary Rights") in a continuous program of research and development respecting its present and future business activitiesconnection therewith. Advisor agrees as follows: 5.1. AT ALL TIMES DURING THE TERM OF ADVISOR’S ASSOCIATION WITH THE COMPANY AND THEREAFTER, ADVISOR WILL HOLD IN STRICTEST CONFIDENCE AND WILL NOT DISCLOSE, USE, LECTURE UPON OR PUBLISH ANY OF THE COMPANY’S PROPRIETARY INFORMATION (DEFINED BELOW), EXCEPT TO THE EXTENT SUCH DISCLOSURE, USE OR PUBLICATION MAY BE REQUIRED IN DIRECT CONNECTION WITH ADVISOR’S PERFORMING REQUESTED SERVICES FOR THE COMPANY, IS EXPRESSLY AUTHORIZED IN WRITING BY AN OFFICER OF THE COMPANY, OR IS REQUIRED BY LAW. 5.2. THE TERM “PROPRIETARY INFORMATION” The term "Proprietary Information" shall mean any and all trade secrets, confidential knowledge, know-how, data or any other proprietary information or materials of the CompanyCompany which the Company treats as confidential with respect to the general public. By way of illustration but not limitation, "Proprietary Information includes: Information" includes (ia) inventions, trade secrets, ideas, samplesprocesses, prototypesformulas, devicesdata, hardwareprograms, softwarecomputer software (including source code), electronic components and materials, and procedures for producing any such items, as well as dataother works of authorship, know-how, improvements, inventions, discoveries, developments, modifications, designs and techniquestechniques relating to the business or proposed products of the Company or which refer to, are suggested by, or result from any work which Employee may do during his employment and which were made, conceived, expressed, developed, actually or constructively reduced to practice, learned or discovered by Employee, solely or jointly with others, during the term of his employment with the Company (hereinafter collectively referred to as "Inventions"); and (iib) information regarding plans for research, development, new productsproducts and services, marketing and selling activitiesselling, business modelsplans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; customers which were learned or discovered by him during the term of his employment with the Company, and (iii) information regarding the skills and compensation of other employees or other consultants of the Company. The preceding obligations For purposes of Advisor of nondisclosure and this Agreement, the limitation upon the right to use the term "Proprietary Information Information" shall not apply include information that Employee can show by competent proof (i) was known to Employee prior to disclosure by the Company; (ii) was generally known to the extent that Advisor can demonstrate by suitable physical evidence that public at the Proprietary Information: time Company disclosed the information to Employee; (aiii) was in the possession or control of Advisor prior became generally known to the time public after disclosure by the Company through no act or omission of disclosure hereunderEmployee; or (biv) was independently developed disclosed to Employee by employees of Advisor or its affiliated companies, who had no knowledge of the Information; or (c) at the time of disclosure was, or thereafter becomes, public knowledge through no fault or omission of Advisor; or (d) was lawfully obtained by Advisor from a third party under no obligation of confidentiality having a bona fide right both to Companypossess the information and to disclose it to Employee.

Recognition of Company’s Rights; Nondisclosure. Advisor At all times during the term of her employment and thereafter, Employee will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with her work for the Company, or unless the Chief Executive Officer or the Board of Directors of the Company expressly authorizes such in writing. Employee shall and hereby does assign to the Company any rights she may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be the sole property of the Company and its assigns and that the Company is engaged and its assigns shall be the sole owner of all patent rights, copyrights, trade secret rights and all other rights throughout the world (collectively, "Proprietary Rights") in a continuous program of research and development respecting its present and future business activitiesconnection therewith. Advisor agrees as follows: 5.1. AT ALL TIMES DURING THE TERM OF ADVISOR’S ASSOCIATION WITH THE COMPANY AND THEREAFTER, ADVISOR WILL HOLD IN STRICTEST CONFIDENCE AND WILL NOT DISCLOSE, USE, LECTURE UPON OR PUBLISH ANY OF THE COMPANY’S PROPRIETARY INFORMATION (DEFINED BELOW), EXCEPT TO THE EXTENT SUCH DISCLOSURE, USE OR PUBLICATION MAY BE REQUIRED IN DIRECT CONNECTION WITH ADVISOR’S PERFORMING REQUESTED SERVICES FOR THE COMPANY, IS EXPRESSLY AUTHORIZED IN WRITING BY AN OFFICER OF THE COMPANY, OR IS REQUIRED BY LAW. 5.2. THE TERM “PROPRIETARY INFORMATION” The term "Proprietary Information" shall mean any and all trade secrets, confidential knowledge, know-how, data or any other proprietary information or materials of the CompanyCompany which the Company treats as confidential with respect to the general public. By way of illustration but not limitation, "Proprietary Information includes: Information" includes (ia) inventions, trade secrets, ideas, samplesprocesses, prototypesformulas, devicesdata, hardwareprograms, software, electronic components and materials, and procedures for producing any such items, as well as dataother words of authorship, know-how, improvements, inventions, discoveries, developments, designs and techniquestechniques relating to the business or proposed products of the Company and which were learned or discovered by Employee during the term of her employment with the Company (hereinafter collectively referred to as "Inventions"); and (iib) information regarding plans for research, development, new productsproducts and services, marketing and selling activitiesselling, business modelsplans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; customers which were learned or discovered by her during the term of her employment with the Company, and (iii) information regarding the skills and compensation of other employees or other consultants of the Company. The preceding obligations For purposes of Advisor of nondisclosure and this Agreement, the limitation upon the right to use the term "Proprietary Information Information" shall not apply include information that Employee can show by competent proof (i) was known to Employee prior to disclosure by the Company; (ii) was generally known to the extent that Advisor can demonstrate by suitable physical evidence that public at the Proprietary Information: time Company disclosed the information to Employee; (aiii) was in the possession or control of Advisor prior became generally known to the time public after disclosure by the Company through no act or omission of disclosure hereunderEmployee; or (biv) was independently developed disclosed to Employee by employees of Advisor or its affiliated companies, who had no knowledge of the Information; or (c) at the time of disclosure was, or thereafter becomes, public knowledge through no fault or omission of Advisor; or (d) was lawfully obtained by Advisor from a third party under no obligation of confidentiality having a bona fide right both to Companypossess the information and to disclose it to Employee.

Recognition of Company’s Rights; Nondisclosure. Advisor At all times during the term of his employment and thereafter, Employee will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use, lecture or publication may be required in connection with his work for the Company, or unless the Chairman or the Board of Directors of the Company expressly authorizes such in writing. Employee shall and hereby does assign to the Company any rights he may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be the sole property of the Company and its assigns and that the Company is engaged and its assigns shall be the sole owner of all patent rights, copyrights, trade secret rights and all other rights throughout the world (collectively, "Proprietary Rights") in a continuous program of research and development respecting its present and future business activitiesconnection therewith. Advisor agrees as follows: 5.1. AT ALL TIMES DURING THE TERM OF ADVISOR’S ASSOCIATION WITH THE COMPANY AND THEREAFTER, ADVISOR WILL HOLD IN STRICTEST CONFIDENCE AND WILL NOT DISCLOSE, USE, LECTURE UPON OR PUBLISH ANY OF THE COMPANY’S PROPRIETARY INFORMATION (DEFINED BELOW), EXCEPT TO THE EXTENT SUCH DISCLOSURE, USE OR PUBLICATION MAY BE REQUIRED IN DIRECT CONNECTION WITH ADVISOR’S PERFORMING REQUESTED SERVICES FOR THE COMPANY, IS EXPRESSLY AUTHORIZED IN WRITING BY AN OFFICER OF THE COMPANY, OR IS REQUIRED BY LAW. 5.2. THE TERM “PROPRIETARY INFORMATION” The term "Proprietary Information" shall mean any and all trade secrets, confidential knowledge, know-how, data or any other proprietary information or materials of the CompanyCompany which the Company treats as confidential with respect to the general public. By way of illustration but not limitation, "Proprietary Information includes: Information" includes (ia) inventions, trade secrets, ideas, samplesprocesses, prototypesformulas, devicesdata, hardwareprograms, software, electronic components and materials, and procedures for producing any such items, as well as dataother works of authorship, know-how, improvements, inventions, discoveries, developments, designs and techniquestechniques relating to the business or proposed products of the Company and which were learned or discovered by Employee during the term of his employment with the Company (hereinafter collectively referred to as "Inventions"); and (iib) information regarding plans for research, development, new productsproducts and services, marketing and selling activitiesselling, business modelsplans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; customers which were learned or discovered by him during the term of his employment with the Company, and (iii) information regarding the skills and compensation of other employees or other consultants of the Company. The preceding obligations For purposes of Advisor of nondisclosure and this Agreement, the limitation upon the right to use the term "Proprietary Information Information" shall not apply include information that Employee can show by competent proof [i] was known to Employee prior to disclosure by the Company; [ii] was generally known to the extent that Advisor can demonstrate by suitable physical evidence that the Proprietary Information: (a) was in the possession or control of Advisor prior to the time of disclosure hereunder; or (b) was independently developed by employees of Advisor or its affiliated companies, who had no knowledge of the Information; or (c) public at the time of Company disclosed the information to Employee; [iii] became generally known to the public after disclosure was, or thereafter becomes, public knowledge by the Company through no fault act or omission of AdvisorEmployee; or (d) [iv] was lawfully obtained disclosed to Employee by Advisor from a third party under no obligation of confidentiality having a bona fide right both to Companypossess the information and to disclose it to Employee.

Recognition of Company’s Rights; Nondisclosure. Advisor At all times during the term of his employment and thereafter, Executive will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with his work for the Company, or unless the Chief Executive Officer or the Board of Directors of the Company expressly authorizes such in writing. Executive shall and hereby does assign to the Company any rights he may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be the sole property of the Company and its assigns and that the Company is engaged and its assigns shall be the sole owner of all patent rights, copyrights, trade secret rights and all other rights throughout the world (collectively, "Proprietary Rights") in a continuous program of research and development respecting its present and future business activitiesconnection therewith. Advisor agrees as follows: 5.1. AT ALL TIMES DURING THE TERM OF ADVISOR’S ASSOCIATION WITH THE COMPANY AND THEREAFTER, ADVISOR WILL HOLD IN STRICTEST CONFIDENCE AND WILL NOT DISCLOSE, USE, LECTURE UPON OR PUBLISH ANY OF THE COMPANY’S PROPRIETARY INFORMATION (DEFINED BELOW), EXCEPT TO THE EXTENT SUCH DISCLOSURE, USE OR PUBLICATION MAY BE REQUIRED IN DIRECT CONNECTION WITH ADVISOR’S PERFORMING REQUESTED SERVICES FOR THE COMPANY, IS EXPRESSLY AUTHORIZED IN WRITING BY AN OFFICER OF THE COMPANY, OR IS REQUIRED BY LAW. 5.2. THE TERM “PROPRIETARY INFORMATION” The term "Proprietary Information" shall mean any and all trade secrets, confidential knowledge, know-how, data or any other proprietary information or materials of the CompanyCompany which the Company treats as confidential with respect to the general public. By way of illustration but not limitation, "Proprietary Information includes: Information" includes (ia) inventions, trade secrets, ideas, samplesprocesses, prototypesformulas, devicesdata, hardwareprograms, software, electronic components and materials, and procedures for producing any such items, as well as dataother words of authorship, know-how, improvements, inventions, discoveries, developments, designs and techniquestechniques relating to the business or proposed products of the Company and which were learned or discovered by Executive during the term of his employment with the Company (hereinafter collectively referred to as "Inventions"); and (iib) information regarding plans for research, development, new productsproducts and services, marketing and selling activitiesselling, business modelsplans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; customers which were learned or discovered by him during the term of his employment with the Company, and (iii) information regarding the skills and compensation of other employees or other consultants of the Company. The preceding obligations For purposes of Advisor of nondisclosure and this Agreement, the limitation upon the right to use the term "Proprietary Information Information" shall not apply include information that Executive can show by competent proof (i) was known to Executive prior to disclosure by the Company; (ii) was generally known to the extent that Advisor can demonstrate by suitable physical evidence that public at the Proprietary Information: time the Company disclosed the information to Executive; (aiii) was in the possession or control of Advisor prior became generally known to the time public after disclosure by the Company through no act or omission of disclosure hereunderExecutive; or (biv) was independently developed disclosed to Executive by employees of Advisor or its affiliated companies, who had no knowledge of the Information; or (c) at the time of disclosure was, or thereafter becomes, public knowledge through no fault or omission of Advisor; or (d) was lawfully obtained by Advisor from a third party under no obligation of confidentiality having a bona fide right both to Companypossess the information and to disclose it to Executive.

Recognition of Company’s Rights; Nondisclosure. Advisor At all times during the term of Employee's employment and thereafter, Employee will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with his work for the Company, or unless the Chief Executive Officer or the Board of Directors of the Company expressly authorizes such in writing. Employee shall and hereby does assign to the Company any rights Employee may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be the sole property of the Company and its assigns and that the Company is engaged and its assigns shall be the sole owner of all patent rights, copyrights, trade secret rights and all other rights throughout the world (collectively, "Proprietary Rights") in a continuous program of research and development respecting its present and future business activitiesconnection therewith. Advisor agrees as follows: 5.1. AT ALL TIMES DURING THE TERM OF ADVISOR’S ASSOCIATION WITH THE COMPANY AND THEREAFTER, ADVISOR WILL HOLD IN STRICTEST CONFIDENCE AND WILL NOT DISCLOSE, USE, LECTURE UPON OR PUBLISH ANY OF THE COMPANY’S PROPRIETARY INFORMATION (DEFINED BELOW), EXCEPT TO THE EXTENT SUCH DISCLOSURE, USE OR PUBLICATION MAY BE REQUIRED IN DIRECT CONNECTION WITH ADVISOR’S PERFORMING REQUESTED SERVICES FOR THE COMPANY, IS EXPRESSLY AUTHORIZED IN WRITING BY AN OFFICER OF THE COMPANY, OR IS REQUIRED BY LAW. 5.2. THE TERM “PROPRIETARY INFORMATION” The term "Proprietary Information" shall mean any and all trade secrets, confidential knowledge, know-how, data or any other proprietary information or materials of the CompanyCompany which the Company treats as confidential with respect to the general public. By way of illustration but not limitation, "Proprietary Information includes: Information" includes (ia) inventions, trade secrets, ideas, samplesprocesses, prototypesformulas, devicesdata, hardwareprograms, software, electronic components and materials, and procedures for producing any such items, as well as dataother words of authorship, know-how, improvements, inventions, discoveries, developments, designs and techniquestechniques relating to the business or proposed products of the Company and which were learned or discovered by Employee during the term of his employment with the Company (hereinafter collectively referred to as "Inventions"); and (iib) information regarding plans for research, development, new productsproducts and services, marketing and selling activitiesselling, business modelsplans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; customers which were learned or discovered by Employee during the term of his employment with the Company, and (iii) information regarding the skills and compensation of other employees or other consultants of the Company. The preceding obligations For purposes of Advisor of nondisclosure and this Agreement, the limitation upon the right to use the term "Proprietary Information Information" shall not apply include information that Employee can show by competent proof (i) was known to Employee prior to disclosure by the Company; (ii) was generally known to the extent that Advisor can demonstrate by suitable physical evidence that public at the Proprietary Information: time Company disclosed the information to Employee; (aiii) was in the possession or control of Advisor prior became generally known to the time public after disclosure by the Company through no act or omission of disclosure hereunderEmployee; or (biv) was independently developed disclosed to Employee by employees of Advisor or its affiliated companies, who had no knowledge of the Information; or (c) at the time of disclosure was, or thereafter becomes, public knowledge through no fault or omission of Advisor; or (d) was lawfully obtained by Advisor from a third party under no obligation of confidentiality having a bona fide right both to Companypossess the information and to disclose it to Employee.

Recognition of Company’s Rights; Nondisclosure. Advisor At all times during the term of his employment and thereafter, Executive will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (as defined below), except as such disclosure, use or publication may be required in connection with his work for the Company, or unless the Chairman or the Board expressly authorizes such in writing. Executive shall and hereby does assign to the Company any rights he may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be the sole property of the Company and its assigns and that the Company is engaged and its assigns shall be the sole owner of all patent rights, copyrights, trade secret rights and all other rights throughout the world in a continuous program of research and development respecting its present and future business activitiesconnection therewith. Advisor agrees as follows: 5.1. AT ALL TIMES DURING THE TERM OF ADVISOR’S ASSOCIATION WITH THE COMPANY AND THEREAFTER, ADVISOR WILL HOLD IN STRICTEST CONFIDENCE AND WILL NOT DISCLOSE, USE, LECTURE UPON OR PUBLISH ANY OF THE COMPANY’S PROPRIETARY INFORMATION (DEFINED BELOW), EXCEPT TO THE EXTENT SUCH DISCLOSURE, USE OR PUBLICATION MAY BE REQUIRED IN DIRECT CONNECTION WITH ADVISOR’S PERFORMING REQUESTED SERVICES FOR THE COMPANY, IS EXPRESSLY AUTHORIZED IN WRITING BY AN OFFICER OF THE COMPANY, OR IS REQUIRED BY LAW. 5.2. THE TERM “PROPRIETARY INFORMATION” The term "Proprietary Information" shall mean any and all trade secrets, confidential knowledge, know-how, data or any other proprietary information or materials of the CompanyCompany which the Company treats as confidential with respect to the general public. By way of illustration but not limitation, "Proprietary Information includes: Information" includes (ia) inventions, trade secrets, ideas, samplesprocesses, prototypesformulas, devicesdata, hardwareprograms, software, electronic components and materials, and procedures for producing any such items, as well as dataother words of authorship, know-how, improvements, inventions, discoveries, developments, designs and techniquestechniques relating to the business or proposed products of the Company and which were learned or discovered by Executive during the term of his employment with the Company; and (iib) information regarding plans for research, development, new productsproducts and services, marketing and selling activitiesselling, business modelsplans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; customers which were learned or discovered by him during the term of his employment with the Company, and (iii) information regarding the skills and compensation of other employees or other consultants of the Company. The preceding obligations For purposes of Advisor of nondisclosure and this Agreement, the limitation upon the right to use the term "Proprietary Information Information" shall not apply include information that Executive can show by competent proof (i) was known to Executive prior to disclosure by the Company; (ii) was generally known to the extent that Advisor can demonstrate by suitable physical evidence that public at the Proprietary Information: time the Company disclosed the information to Executive; (aiii) was in the possession or control of Advisor prior became generally known to the time public after disclosure by the Company through no act or omission of disclosure hereunderExecutive; or (biv) was independently developed disclosed to Executive by employees of Advisor or its affiliated companies, who had no knowledge of the Information; or (c) at the time of disclosure was, or thereafter becomes, public knowledge through no fault or omission of Advisor; or (d) was lawfully obtained by Advisor from a third party under no obligation of confidentiality having a bona fide right both to Companypossess the information and to disclose it to Executive.

Recognition of Company’s Rights; Nondisclosure. Advisor Consultant recognizes that the Company is engaged in a continuous program of research and development respecting its present and future business activities. Advisor Consultant agrees as follows: 5.1. AT ALL TIMES DURING THE TERM OF ADVISOR’S ASSOCIATION WITH THE COMPANY AND THEREAFTER5.1 At all times during the term of Consultant’s association with the Company and thereafter, ADVISOR WILL HOLD IN STRICTEST CONFIDENCE AND WILL NOT DISCLOSEConsultant will hold in strictest confidence and will not disclose, USEuse, LECTURE UPON OR PUBLISH ANY OF THE COMPANY’S PROPRIETARY INFORMATION lecture upon or publish any of the Company’s Proprietary Information (DEFINED BELOWdefined below), EXCEPT TO THE EXTENT SUCH DISCLOSUREexcept to the extent such disclosure, USE OR PUBLICATION MAY BE REQUIRED IN DIRECT CONNECTION WITH ADVISOR’S PERFORMING REQUESTED SERVICES FOR THE COMPANY, IS EXPRESSLY AUTHORIZED IN WRITING BY AN OFFICER OF THE COMPANY, OR IS REQUIRED BY LAWuse or publication may be required in direct connection with Consultant’s performing requested Services for the Company or is expressly authorized in writing by an officer of the Company. It is understood that the Proprietary Information will remain the sole property of the Company. Consultant further agrees to take all reasonable precautions to prevent any unauthorized disclosure of the Proprietary Information. 5.2. THE TERM 5.2 The term “PROPRIETARY INFORMATIONProprietary Information” shall mean any and all trade secrets, confidential knowledge, know-how, data or other proprietary information or materials of the Company. By way of illustration but not limitation, Proprietary Information includes: (i) inventions, ideas, samples, prototypes, devices, hardware, software, materials, electronic components and materialscomponents, and procedures for producing any such items, as well as data, know-how, improvements, inventions, discoveries, developments, designs designs, methods, concepts, machines, contributions, and techniques, whether or not patentable; (ii) information regarding plans for research, development, new products, marketing and selling activities, business models, budgets and unpublished financial statements, licenses, prices and expenses, prices, costs, suppliers and customers; and (iii) information regarding the skills and compensation of employees or other consultants of the Company. The preceding obligations ; and (iv) physical or chemical or biological materials (such as, but not limited to, chemical structures, methods of Advisor of nondisclosure synthesis and analysis, reagents, gene sequences, nucleic acids, cell lines, samples, media, antibodies, compounds, c-DNAs, antisense nucleotides, proteins and vectors) and techniques for their handling and use; provided, however, that the limitation upon the right to use the term Proprietary Information shall not apply to the extent that Advisor can demonstrate by suitable physical evidence that the Proprietary Information: include (ai) was in the possession or control of Advisor prior to the time of disclosure hereunder; or (b) was independently developed by employees of Advisor or its affiliated companies, who had no knowledge of the Information; or (c) information which at the time of disclosure was, by the Company to Consultant is in the public domain; (ii) information which Consultant can demonstrate by written evidence was in Consultant’s possession on a confidential basis prior to disclosure by the Company to Consultant (before or thereafter becomes, after the date of this Agreement); (iii) information which subsequent to disclosure by the Company to Consultant becomes part of the public knowledge domain through no fault or omission wrongful act of AdvisorConsultant; or and (div) was lawfully obtained information which becomes known to Consultant subsequent to disclosure by Advisor from the Company to ​ ​ Consultant through a third party who, to Consultant ’s knowledge, is not under no any obligation of confidentiality to the Company.

Recognition of Company’s Rights; Nondisclosure. Advisor At all times during the term of her employment and thereafter, Employee will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with her work for the Company, or unless the Chief Executive Officer or the Board of Directors of the Company expressly authorizes such in writing. Employee shall and hereby does assign to the Company any rights Employee may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be the sole property of the Company and its assigns and that the Company is engaged and its assigns shall be the sole owner of all patent rights, copyrights, trade secret rights and all other rights throughout the world (collectively, "Proprietary Rights") in a continuous program of research and development respecting its present and future business activitiesconnection therewith. Advisor agrees as follows: 5.1. AT ALL TIMES DURING THE TERM OF ADVISOR’S ASSOCIATION WITH THE COMPANY AND THEREAFTER, ADVISOR WILL HOLD IN STRICTEST CONFIDENCE AND WILL NOT DISCLOSE, USE, LECTURE UPON OR PUBLISH ANY OF THE COMPANY’S PROPRIETARY INFORMATION (DEFINED BELOW), EXCEPT TO THE EXTENT SUCH DISCLOSURE, USE OR PUBLICATION MAY BE REQUIRED IN DIRECT CONNECTION WITH ADVISOR’S PERFORMING REQUESTED SERVICES FOR THE COMPANY, IS EXPRESSLY AUTHORIZED IN WRITING BY AN OFFICER OF THE COMPANY, OR IS REQUIRED BY LAW. 5.2. THE TERM “PROPRIETARY INFORMATION” The term "Proprietary Information" shall mean any and all trade secrets, confidential knowledge, know-how, data or any other proprietary information or materials of the CompanyCompany which the Company treats as confidential with respect to the general public. By way of illustration but not limitation, "Proprietary Information includes: Information" includes (ia) inventions, trade secrets, ideas, samplesprocesses, prototypesformulas, devicesdata, hardwareprograms, software, electronic components and materials, and procedures for producing any such items, as well as dataother words of authorship, know-how, improvements, inventions, discoveries, developments, designs and techniquestechniques relating to the business or proposed products of the Company and which were learned or discovered by Employee during the term of her employment with the Company (hereinafter collectively referred to as "Inventions"); and (iib) information regarding plans for research, development, new productsproducts and services, marketing and selling activitiesselling, business modelsplans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; customers which were learned or discovered by her during the term of her with the Company, and (iii) information regarding the skills and compensation of other employees or other consultants of the Company. The preceding obligations For purposes of Advisor of nondisclosure and this Agreement, the limitation upon the right to use the term "Proprietary Information Information" shall not apply include information that Employee can show by competent proof (i) was known to Employee prior to disclosure by the Company; (ii) was generally known to the extent that Advisor can demonstrate by suitable physical evidence that public at the Proprietary Information: time Company disclosed the information to Employee; (aiii) was in the possession or control of Advisor prior became generally known to the time public after disclosure by the Company through no act or omission of disclosure hereunderEmployee; or (biv) was independently developed disclosed to Employee by employees of Advisor or its affiliated companies, who had no knowledge of the Information; or (c) at the time of disclosure was, or thereafter becomes, public knowledge through no fault or omission of Advisor; or (d) was lawfully obtained by Advisor from a third party under no obligation of confidentiality having a bona fide right both to Companypossess the information and to disclose it to Employee.

Recognition of Company’s Rights; Nondisclosure. Advisor At all times during the term of his employment and thereafter, Employee will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with his work for the Company, or unless the Chief Executive Officer or the Board of Directors of the Company expressly authorizes such in writing. Employee shall and hereby does assign to the Company any rights Employee may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be the sole property of the Company and its assigns and that the Company is engaged and its assigns shall be the sole owner of all patent rights, copyrights, trade secret rights and all other rights throughout the world (collectively, "Proprietary Rights") in a continuous program of research and development respecting its present and future business activitiesconnection therewith. Advisor agrees as follows: 5.1. AT ALL TIMES DURING THE TERM OF ADVISOR’S ASSOCIATION WITH THE COMPANY AND THEREAFTER, ADVISOR WILL HOLD IN STRICTEST CONFIDENCE AND WILL NOT DISCLOSE, USE, LECTURE UPON OR PUBLISH ANY OF THE COMPANY’S PROPRIETARY INFORMATION (DEFINED BELOW), EXCEPT TO THE EXTENT SUCH DISCLOSURE, USE OR PUBLICATION MAY BE REQUIRED IN DIRECT CONNECTION WITH ADVISOR’S PERFORMING REQUESTED SERVICES FOR THE COMPANY, IS EXPRESSLY AUTHORIZED IN WRITING BY AN OFFICER OF THE COMPANY, OR IS REQUIRED BY LAW. 5.2. THE TERM “PROPRIETARY INFORMATION” The term "Proprietary Information" shall mean any and all trade secrets, confidential knowledge, know-how, data or any other proprietary information or materials of the CompanyCompany which the Company treats as confidential with respect to the general public. By way of illustration but not limitation, "Proprietary Information includes: Information" includes (ia) inventions, trade secrets, ideas, samplesprocesses, prototypesformulas, devicesdata, hardwareprograms, software, electronic components and materials, and procedures for producing any such items, as well as dataother words of authorship, know-how, improvements, inventions, discoveries, developments, designs and techniquestechniques relating to the business or proposed products of the Company and which were learned or discovered by Employee during the term of his employment with the Company (hereinafter collectively referred to as "Inventions"); and (iib) information regarding plans for research, development, new productsproducts and services, marketing and selling activitiesselling, business modelsplans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; customers which were learned or discovered by his during the term of his with the Company, and (iii) information regarding the skills and compensation of other employees or other consultants of the Company. The preceding obligations For purposes of Advisor of nondisclosure and this Agreement, the limitation upon the right to use the term "Proprietary Information Information" shall not apply include information that Employee can show by competent proof (i) was known to Employee prior to disclosure by the Company; (ii) was generally known to the extent that Advisor can demonstrate by suitable physical evidence that public at the Proprietary Information: time Company disclosed the information to Employee; (aiii) was in the possession or control of Advisor prior became generally known to the time public after disclosure by the Company through no act or omission of disclosure hereunderEmployee; or (biv) was independently developed disclosed to Employee by employees of Advisor or its affiliated companies, who had no knowledge of the Information; or (c) at the time of disclosure was, or thereafter becomes, public knowledge through no fault or omission of Advisor; or (d) was lawfully obtained by Advisor from a third party under no obligation of confidentiality having a bona fide right both to Companypossess the information and to disclose it to Employee.

Recognition of Company’s Rights; Nondisclosure. Advisor At all times during the term of her employment and thereafter, Employee will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with her work for the Company, or unless the Chief Executive Officer or the Board of Directors of the Company expressly authorizes such in writing. Employee shall and hereby does assign to the Company any rights she may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be the sole property of the Company and its assigns and that the Company is engaged and its assigns shall be the sole owner of all patent rights, copyrights, trade secret rights and all other rights throughout the world (collectively, "Proprietary Rights") in a continuous program of research and development respecting its present and future business activitiesconnection therewith. Advisor agrees as follows: 5.1. AT ALL TIMES DURING THE TERM OF ADVISOR’S ASSOCIATION WITH THE COMPANY AND THEREAFTER, ADVISOR WILL HOLD IN STRICTEST CONFIDENCE AND WILL NOT DISCLOSE, USE, LECTURE UPON OR PUBLISH ANY OF THE COMPANY’S PROPRIETARY INFORMATION (DEFINED BELOW), EXCEPT TO THE EXTENT SUCH DISCLOSURE, USE OR PUBLICATION MAY BE REQUIRED IN DIRECT CONNECTION WITH ADVISOR’S PERFORMING REQUESTED SERVICES FOR THE COMPANY, IS EXPRESSLY AUTHORIZED IN WRITING BY AN OFFICER OF THE COMPANY, OR IS REQUIRED BY LAW. 5.2. THE TERM “PROPRIETARY INFORMATION” The term "Proprietary Information" shall mean any and all trade secrets, confidential knowledge, know-how, data or any other proprietary information or materials of the CompanyCompany which the Company treats as confidential with respect to the general public. By way of illustration but not limitation, "Proprietary Information includes: Information" includes (ia) inventions, trade secrets, ideas, samplesprocesses, prototypesformulas, devicesdata, hardwareprograms, software, electronic components and materials, and procedures for producing any such items, as well as dataother words of authorship, know-how, improvements, inventions, discoveries, developments, designs and techniquestechniques relating to the business or proposed products of the Company and which were learned or discovered by Employee during the term of her employment with the Company (hereinafter collectively referred to as "Inventions"); and (iib) information regarding plans for research, development, new productsproducts and services, marketing and selling activitiesselling, business modelsplans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; customers which were learned or discovered by her during the term of her with the Company, and (iii) information regarding the skills and compensation of other employees or other consultants of the Company. The preceding obligations For purposes of Advisor of nondisclosure and this Agreement, the limitation upon the right to use the term "Proprietary Information Information" shall not apply include information that Employee can show by competent proof (i) was known to Employee prior to disclosure by the Company; (ii) was generally known to the extent that Advisor can demonstrate by suitable physical evidence that public at the Proprietary Information: time Company disclosed the information to Employee; (aiii) was in the possession or control of Advisor prior became generally known to the time public after disclosure by the Company through no act or omission of disclosure hereunderEmployee; or (biv) was independently developed disclosed to Employee by employees of Advisor or its affiliated companies, who had no knowledge of the Information; or (c) at the time of disclosure was, or thereafter becomes, public knowledge through no fault or omission of Advisor; or (d) was lawfully obtained by Advisor from a third party under no obligation of confidentiality having a bona fide right both to Companypossess the information and to disclose it to Employee.

Recognition of Company’s Rights; Nondisclosure. Advisor At all times during the term of his employment and thereafter, Executive will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (as defined below), except as such disclosure, use or publication may be required in connection with his work for the Company, or unless the Chairman or the Board expressly authorizes such in writing. Executive shall and hereby does assign to the Company any rights he may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be the sole property of the Company and its assigns and that the Company is engaged and its assigns shall be the sole owner of all patent rights, copyrights, trade secret rights and all other rights throughout the world in a continuous program of research and development respecting its present and future business activitiesconnection therewith. Advisor agrees as follows: 5.1. AT ALL TIMES DURING THE TERM OF ADVISOR’S ASSOCIATION WITH THE COMPANY AND THEREAFTER, ADVISOR WILL HOLD IN STRICTEST CONFIDENCE AND WILL NOT DISCLOSE, USE, LECTURE UPON OR PUBLISH ANY OF THE COMPANY’S PROPRIETARY INFORMATION (DEFINED BELOW), EXCEPT TO THE EXTENT SUCH DISCLOSURE, USE OR PUBLICATION MAY BE REQUIRED IN DIRECT CONNECTION WITH ADVISOR’S PERFORMING REQUESTED SERVICES FOR THE COMPANY, IS EXPRESSLY AUTHORIZED IN WRITING BY AN OFFICER OF THE COMPANY, OR IS REQUIRED BY LAW. 5.2. THE TERM “PROPRIETARY INFORMATION” The term "Proprietary Information" shall mean any and all trade secrets, confidential knowledge, know-how, data or any other proprietary information or materials of the CompanyCompany which the Company treats as confidential with respect to the general public. By way of illustration but not limitation, "Proprietary Information includes: Information" includes (ia) inventions, trade secrets, ideas, samplesprocesses, prototypesformulas, devicesdata, hardwareprograms, software, electronic components and materials, and procedures for producing any such items, as well as dataother words of authorship, know-how, improvements, inventions, discoveries, developments, designs and techniquestechniques relating to the business or proposed products of the Company and which were learned or discovered by Executive during the term of his employment with the Company; and (iib) information regarding plans for research, development, new productsproducts and services, marketing and selling activitiesselling, business modelsplans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; customers which were learned or discovered by him during the term of his employment with the Company, and (iii) information regarding the skills and compensation of other employees or other consultants of the Company. The preceding obligations For purposes of Advisor of nondisclosure and the limitation upon the right to use the Proprietary Information shall not apply to the extent that Advisor can demonstrate by suitable physical evidence that the Proprietary Information: (a) was in the possession or control of Advisor prior to the time of disclosure hereunder; or (b) was independently developed by employees of Advisor or its affiliated companies, who had no knowledge of the Information; or (c) at the time of disclosure was, or thereafter becomes, public knowledge through no fault or omission of Advisor; or (d) was lawfully obtained by Advisor from a third party under no obligation of confidentiality to Company.this Agreement,