ANY CLIENT OF THE COMPANY, INCLUDING, BUT NOT LIMITED TO, THE BUSINESS
AFFAIRS OF EACH OF THE FOREGOING.
SUCH CONFIDENTIAL INFORMATION SHALL INCLUDE,
BUT SHALL NOT BE LIMITED TO, PROPRIETARY TECHNOLOGY, TRADE SECRETS, PATENTED
PROCESSES, RESEARCH AND DEVELOPMENT DATA, KNOW-HOW, FORMULAE, PRICING POLICIES,
THE SUBSTANCE OF AGREEMENTS WITH CUSTOMERS AND OTHERS, AND ARRANGEMENTS,
CUSTOMER LISTS AND ANY OTHER DOCUMENTS EMBODYING SUCH CONFIDENTIAL INFORMATION;
PROVIDED, HOWEVER, THAT CONFIDENTIAL INFORMATION SHALL NOT INCLUDE ANY
INFORMATION THAT HAS BECOME PUBLIC KNOWLEDGE THROUGH NO FAULT OF THE EXECUTIVE.
EXECUTIVE ALSO AGREES NOT TO DISCLOSE ANY CONFIDENTIAL OR PROPRIETARY
INFORMATION THAT THE COMPANY OBTAINS FROM A THIRD PARTY AND WHICH THE COMPANY
TREATS AS CONFIDENTIAL OR PROPRIETARY OR DESIGNATES AS CONFIDENTIAL, WHETHER OR
NOT SUCH INFORMATION IS OWNED OR DEVELOPED BY THE COMPANY.
ALL CONFIDENTIAL
INFORMATION, REGARDLESS OF FORM, IS THE EXCLUSIVE PROPERTY OF THE COMPANY.
EXECUTIVE ASSIGNS TO THE COMPANY ANY RIGHTS TO THE FOREGOING CONFIDENTIAL
INFORMATION AND ANY OTHER PROPRIETARY DATA, INVENTIONS OR OTHER INTELLECTUAL
PROPERTY USED OR DEVELOPED DURING THE TIME EXECUTIVE PROVIDED SERVICES TO THE
COMPANY.
8.
RESTRICTIVE COVENANTS.
(A)
EXECUTIVE ACKNOWLEDGES THAT IN THE COURSE OF HIS EMPLOYMENT WITH
THE COMPANY HE HAS BECOME FAMILIAR WITH THE TRADE SECRETS OF, AND OTHER
CONFIDENTIAL INFORMATION CONCERNING, THE COMPANY, AND THAT THE COMPANY'S ABILITY
TO ACCOMPLISH ITS PURPOSES AND TO SUCCESSFULLY PURSUE ITS BUSINESS PLAN AND
COMPETE IN THE MARKETPLACE DEPENDED SUBSTANTIALLY ON THE SKILLS AND EXPERTISE OF
THE EXECUTIVE.
THEREFORE, AND IN FURTHER CONSIDERATION OF THE COMPENSATION
BEING PAID TO THE EXECUTIVE HEREUNDER, THE EXECUTIVE AGREES THAT FOR NO LESS
THAN ONE (1) YEAR FROM THE SEPARATION DATE, SO LONG AS THE PAYMENTS ARE MADE OR
HAVE BEEN MADE IN ACCORDANCE WITH THIS AGREEMENT (THE "NONCOMPETE PERIOD"), HE
SHALL NOT (I) DIRECTLY OR INDIRECTLY OWN, MANAGE, CONTROL, PARTICIPATE IN,
CONSULT WITH, RENDER SERVICES FOR, OR IN ANY MANNER ENGAGE IN, ANY BUSINESS
COMPETING WITH THE BUSINESS OF THE COMPANY IN ANY COUNTRY WHERE THE COMPANY
CONDUCTS BUSINESS, OR PLANS TO CONDUCT BUSINESS, PROVIDED SUCH PLANS HAVE BEEN
COMMUNICATED TO EXECUTIVE (A "COMPETING BUSINESS"), WHERE FOR PURPOSES OF THIS
SECTION 8(A), THE "BUSINESS" SHALL MEAN ALL COMMERCIAL OR THERAPEUTIC USE THAT
INVOLVES MESENCHYMAL STEM CELLS (MSCS) OR CELLS SUBSTANTIALLY SIMILAR TO
MESENCHYMAL STEM CELLS, THAT IS, A HOMOGENEOUS POPULATION OF CELLS THAT CAN
DIFFERENTIATE ALONG MORE THAN ONE CONNECTIVE TISSUE LINEAGE, REGARDLESS OF THE
SOURCE; ALL COMMERCIAL EFFORTS TO DELIVER OR IMPROVE THE DELIVERY OF MSCS FOR
THERAPEUTIC PURPOSES; ALL COMMERCIAL EFFORTS THAT WOULD SEEK TO ENHANCE THE
ENDOGENOUS IN VIVO POPULATION OF MSCS IN THE BODY BY PHARMACEUTICAL OR CHEMICAL
MEANS; ANY OTHER EFFORT TO COMMERCIALLY COMPETE WITH THE COMPANY TO WHICH THE
EXECUTIVE HAS CONFIDENTIAL KNOWLEDGE.
(TO COVER HIRING, BUSINESS PARTNERSHIPS,
VENDOR RELATIONSHIPS, ETC.); (II) ASSIST OTHERS IN ENGAGING IN ANY COMPETING
BUSINESS IN THE MANNER DESCRIBED IN CLAUSE (I) ABOVE; OR (III) INDUCE ANY
EMPLOYEE OR INDEPENDENT CONTRACTOR OF THE COMPANY OR ANY SUBSIDIARY THEREOF TO
TERMINATE HIS OR HER EMPLOYMENT OR RELATIONSHIP WITH THE
COMPANY OR ANY