NOT HAVE ACCESS TO SUCH TRADE SECRETS, PROPRIETARY
INFORMATION, OR OTHER DATA OR INFORMATION.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, CONFIDENTIAL INFORMATION SHALL INCLUDE INFORMATION PERTAINING TO:
(I) ANY IDEA, IMPROVEMENT, INVENTION, INNOVATION, DEVELOPMENT, TECHNICAL DATA,
DESIGN, FORMULA, DEVICE, PATTERN, CONCEPT, ART, METHOD, PROCESS, PRODUCT,
PRODUCT SPECIFICATION, PLAN FOR A NEW OR REVISED PRODUCT, FORMULATIONS,
TECHNOLOGIES, TECHNIQUES, METHODOLOGIES, ALGORITHMS, NOTATION SYSTEMS, COMPUTER
PROGRAMS, COMPUTER SECURITY SYSTEMS AND PROCESSES, PROCEDURES, TESTS,
DOCUMENTATION, REPORTS, SOURCES OF SUPPLY, KNOW-HOW, PATENT POSITIONING,
RESEARCH, DEVELOPMENT, MANUFACTURING, COMMERCIALIZATION, COMPILATION OF
INFORMATION, OR WORK IN PROCESS, AND ANY AND ALL REVISIONS AND IMPROVEMENTS
RELATING TO ANY OF THE FOREGOING , AS WELL AS INFORMATION PERTAINING TO SUGARS,
POLYSACCHARIDES, HEPARINASES, ENZYMES, REAGENTS, GLYCOPROTEINS, PROTEINS,
PEPTIDE MIXTURES, PEPTIDES, GLYCOCONJUGATES, PRIMERS, PLASMIDS, VECTORS,
EXPRESSION SYSTEMS, CELLS, CELL LINES, ANTIBODIES, ORGANISMS, CHEMICAL COMPOUNDS
AND ASSAY SYSTEMS (IN EACH CASE WHETHER OR NOT REDUCED TO TANGIBLE FORM); AND
(II) THE NAME OF ANY EMPLOYEE, CONSULTANT, CUSTOMER OR PROSPECTIVE CUSTOMER, OR
ANY OTHER CUSTOMER OR PROSPECTIVE CUSTOMER INFORMATION, ANY SALES PLAN,
MARKETING MATERIAL, PLAN OR SURVEY, BUSINESS PLAN OR OPPORTUNITY, BUSINESS
PROPOSAL, STRATEGIC PLAN, FINANCIAL RECORD, OR BUSINESS RECORD OR OTHER RECORD
OR INFORMATION RELATING TO THE PRESENT OR PROPOSED BUSINESS OF THE COMPANY OR
ANY CUSTOMER.
NOTWITHSTANDING THE FOREGOING, THE TERM CONFIDENTIAL INFORMATION
SHALL NOT APPLY TO INFORMATION WHICH THE COMPANY HAS VOLUNTARILY DISCLOSED TO
THE
7
PUBLIC WITHOUT RESTRICTION, OR WHICH HAS OTHERWISE LAWFULLY ENTERED THE PUBLIC
DOMAIN.
YOU UNDERSTAND THAT THE COMPANY FROM TIME TO TIME HAS IN ITS POSSESSION
INFORMATION WHICH IS CLAIMED BY CUSTOMERS, COLLABORATORS, AND OTHERS TO BE
PROPRIETARY AND WHICH THE COMPANY HAS AGREED TO KEEP CONFIDENTIAL.
YOU AGREE
THAT ALL SUCH INFORMATION SHALL BE CONFIDENTIAL INFORMATION FOR PURPOSES OF THIS
CONSULTING AGREEMENT.
"Development" means ideas, concepts, discoveries, inventions, developments,
improvements, know-how, trade secrets, methodologies, biological substances,
materials, devices, equipment, algorithms, notation systems, computer software
and hardware, data, documentation and reports (whether or not protectible under
state, federal or foreign patent, trademark, copyright or similar laws) that are
developed or conceived or reduced to practice by you (a) during the term of this
Consulting Agreement and (b) (i) in performance of the consulting services
rendered under this Consulting Agreement, (ii) by use of the Company 's
intellectual property, equipment or facilities or (iii) otherwise at the Company
's expense.
2.
SERVICES
2.1
For a period commencing on September 18, 2006 and ending on
December 31, 2007, or any longer period as agreed to in writing by you and the
Company, the Company hereby retains you as a consultant and you agree to perform
the consulting services with regard to the Sandoz Collaborations and any other
projects agreed to in writing (including email) by you and the Company,
provided, however, the Company may terminate this Consulting Agreement after
twelve (12) months without any further obligation to you.
You agree to provide
up to twenty (20) hours of consulting time per month for which the Company shall
pay you a monthly fee of $10,000, in arrears.