Company Information. During the term of this Agreement, Consultant may receive or otherwise be exposed to confidential and proprietary information relating to the Company’s technology, know-how, data, inventions, developments, plans, business practices, and strategies, and those of the Company’s collaborators and business associates. Such confidential and proprietary information of the Company (collectively referred to as “Information”) may include but not be limited to: # information supplied to Consultant with the legend “Confidential” or equivalent; # the Company’s marketing and customer support strategies, financial information (including sales, costs, profits and pricing methods), internal organization, employee information, customer lists and business plans; # the Company’s technology, including, but not limited to, discoveries, inventions, research and development efforts, manufacturing processes, assays, data (including without limitation preclinical, clinical and manufacturing data), software, trade secrets, processes, compounds, product, candidates, products, samples, media and/or cell lines (and procedures and formulations for producing any such samples, media and/or cell lines), vectors, viruses, assays, plasmids, formulas, methods, protocols, clinical trial designs and product know‑how and show‑how; # all derivatives, improvements, additions, modifications, and enhancements to any of the above, including any such information or material created or developed by Consultant under this Agreement; # information of third parties as to which the Company has an obligation of confidentiality; and # information regarding the Consulting Inventions (defined in Section 6.1).

For purposes of this Agreement, the term "Confidential Information" shall mean # proprietary information, knowledge or data of the Company, # trade secrets of the Company and # any other information of the Company disclosed to the Consultant or to which the Consultant is given access prior to the termination of his consulting services to the Company. Without limiting the generality of the foregoing, the term Confidential Information shall include # all inventions, improvements, developments, ideas, processes, prototypes, plans, drawings, designs, models, formulations, specifications, methods, techniques, shop-practices, discoveries, innovations, creations, technologies, formulas, algorithms, data, computer databases, reports, laboratory notebooks, papers, writings, photographs, source and object codes, software programs, other works of authorship, know-how, patents, trademarks and copyrights (including all records pertaining to any of the foregoing), whether or not reduced to writing and whether or not patented or patentable or registered or registrable under patent, copyright, trademark or similar statute, that are owned by the Company or that are required to be assigned to the Company by any person, including, without limitation, any employee or consultant of the Company, or that are licensed to the Company by any person (collectively, “Inventions”), # information regarding the Company's plans for research and development or for new products, # scientific, engineering or manufacturing information pertaining to the Company or any of its operations or products, # information regarding regulatory matters pertaining to the Company, # information regarding any acquisition or strategic alliance effected by the Company or any proposed acquisition or strategic alliance being considered by the Company, # information regarding the status or outcome of any negotiations engaged in by the Company, # information regarding the existence or terms of any contract entered into by the Company, # information regarding any aspect of the Company's intellectual property position, # information regarding prices or costs of the Company, # information regarding any aspect of the Company's business strategy, including, without limitation, the Company's marketing, selling and distribution strategies, # information regarding customers or suppliers of the Company, # information regarding the skills, compensation and other terms of employment or engagement of the Company's employees and consultants, # business plans, budgets, unpublished financial statements and unpublished financial data of the Company, # information regarding marketing and sales of any actual or proposed product or services of the Company and # any other information that the Company may designate as confidential.

“Confidential Information” means any proprietary information technical data, trade secrets or know-how, including, but not limited to, research and product plans, products, services, markets, developments, inventions, processes, formulas, technology, marketing, finances or other business information disclosed to Consultant by Company either directly or indirectly in writing, orally or otherwise. Confidential Information also includes all Inventions (as defined below) and any other information or materials generated in connection with the Services.

Proprietary Information. Consultant understands that his work for Company will involve access to and creation of confidential, proprietary and trade secret information and materials of Company (or its affiliates, licensors, suppliers, vendors or customers) (collectively, “Proprietary Information”). Proprietary Information includes, without limitation, any # information, ideas or materials of a technical or creative nature, such as research and development results, designs and specifications, computer source and object code, patent applications, and other materials and concepts relating to Company’s products, services, processes, technology or other intellectual property rights; # information, ideas or materials of a business nature, such as non-public financial information; information regarding profits, costs, marketing, purchasing, sales, customers, suppliers, contract terms, employees and salaries; product development plans; business and financial plans and forecasts; and marketing and sales plans and forecasts; # all personal property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints and other documents or materials, or copies thereof, received by Consultant in the course of Consultant’s rendering of Services to Company, including, without limitation, records and any other materials pertaining to Creations (as defined below); and # the terms and conditions of this Agreement, including all Statements of Work.

Consultant agrees that all Inventions and all other business, technical, trade secret and financial information (including, without limitation, the identity of and information relating to customers, employees, or Company intellectual property) developed, accessed, learned or obtained by or for or on behalf of Consultant during the Term that relate to the Company or the business or demonstrably anticipated business of Company or in connection with the Services, or that are received by or for Company in confidence, constitute “Confidential Information.” Consultant shall hold in confidence and not disclose or, except in performing the Services, use any Confidential Information. Consultant agrees to: # use and process the Confidential Information only for the purpose of performing its obligations hereunder, in accordance with Company’s written instructions, and Company’s privacy policies, and for no other purpose; and # secure, protect and maintain the confidentiality of the Confidential Information using at least as great a degree of care as it uses to maintain the confidentiality of its own most confidential information, but in no event less than reasonable care. Consultant shall implement and maintain reasonable and appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, accessibility and integrity of all Confidential Information. Consultant shall not reproduce Confidential Information except as necessary in furtherance of the purpose of this Agreement. Consultant shall not sell, transfer, publish, disclose, or otherwise use or make available any portion of the Confidential Information to any third party, except to those of Consultant’s directors, officers, employees, or attorneys, in each case that have a need-to-know the same in furtherance of the purposes of this Agreement. Consultant shall comply with all applicable privacy and data security laws, rules, regulations, third party terms and policies, and industry standard guidelines, (collectively, “Data Protection Laws”), and not cause Company to violate any Data Protection Laws.

Confidentiality. Consultant agrees that all Inventions and all other financial, business, legal and technical information (including, without limitation, the identity of and information relating to customers, prospects, vendors, affiliates and employees) that Consultant develops, learns or obtains in connection with the Services, or that are received by or for Company in confidence, constitute Proprietary Information. Consultant will hold in strict confidence, and exercise all reasonable precautions to prevent unauthorized access to, and not disclose or, except in performing the Services, use any Proprietary Information. However, Proprietary Information will not include information that Consultant can document is or becomes readily publicly available without restriction through no fault of Consultant. Upon termination and at Company's request at any other time, Consultant will promptly return to Company all materials and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copy of its compensation records and this Agreement. Consultant also recognizes and agrees that Consultant has no expectation of privacy with respect to Company's telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Consultant's activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

For purposes of this Agreement, “Proprietary Information” shall mean, by way of illustration and not limitation, all information (whether or not patentable and whether or not copyrightable) owned, possessed or used by the Company, including, without limitation, any Invention, formula, vendor information, customer information, apparatus, equipment, trade secret, process, research, report, technical data, know-how, computer program, software, software documentation, hardware design, technology, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost and employee list that is communicated to, learned of, developed or otherwise acquired by the Consultant in the course of his service as a consultant to the Company under this Agreement or any prior agreement between the parties.