(b) For purposes of this Agreement, Proprietary Information shall mean, by way
of illustration and not limitation, all information, whether or not in writing, whether or not patentable and whether or not copyrightable, of a private, secret or confidential nature, owned, possessed or used by the Company, concerning the
Companys business, business relationships or financial affairs, including, without limitation, any Invention, formula, vendor information, customer information, apparatus, equipment, trade secret, process, research, report, technical or
research data, clinical data, know-how, computer program, software, software documentation, hardware design, technology, product, processes, methods, techniques, formulas, compounds, projects, developments,
marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost, customer, supplier or personnel information or employee list that is communicated to, learned of, developed or otherwise acquired by the Consultant
in the course of Consultants service as a consultant to the Company.
(c) The Consultants obligations under this
Section 6.1 shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no breach by the Consultant or others of the terms of this Section 6.1 or (ii) is approved for
release by written authorization of an officer of the Company. The Consultant may disclose Proprietary Information to the extent compelled by applicable law or court order; provided, however, that prior to such disclosure, the Consultant shall
provide prior written notice to the Company so that the Company may seek a protective order or other appropriate limitation on disclosure as may be available under applicable law, and the Consultant shall cooperate fully with the Company in such
efforts. In any event, the Consultant may disclose only such portion of the Proprietary Information that the Consultant is legally required to disclose.
(d) The Consultant agrees that all files, documents, letters, memoranda, reports, records, data sketches, drawings, models, laboratory
notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Consultant or others, which shall come into
Consultants custody or possession, shall be and are the exclusive property of the Company to be used by the Consultant only in the performance of Consultants duties for the Company and shall not be copied or removed from the Company
premises except in the pursuit of the business of the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Consultant shall be delivered to the Company, upon the earlier of
(i) a request by the Company or (ii) the termination of this Agreement. After such delivery, the Consultant shall not retain any such materials or copies thereof or any such tangible property.
(e) The Consultant agrees that Consultants obligation not to disclose or to use information and materials of the types set forth in
paragraphs (b) and (d) above, and Consultants obligation to return materials and tangible property set forth in paragraph (d) above extends to such types of information, materials and tangible property of customers of the Company or
suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Consultant.
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