Common use of Confidentiality and Inventions Clause in Contracts

Confidentiality and Inventions. (a) Consultant shall maintain in strictest confidence, and shall use and disclose only as authorized by the Company, all information of a competitively sensitive or proprietary nature that Consultant receives, reviews or has access to in connection with the services to be performed for the benefit of the Company hereunder or which Consultant creates or has created or compiled for the Company as the result of the consulting services of Consultant hereunder. Consultant agrees not to make any copies of such confidential or proprietary information of the Company (except when appropriate for the furtherance of the business of the Company or duly and specifically authorized to do so) and promptly upon request, whether during or after the Consulting Period, to return to the Company any and all documentary, machine-readable or other elements or evidence of such confidential or proprietary information, and any copies that may be in Consultant's possession or control. Notwithstanding the foregoing, these restrictions shall not be construed to apply to (1) information generally available to the public; (2) information released by the Company generally without restriction; (3) information known by Consultant prior to disclosure by the Company or which is independently developed or acquired by Consultant without reliance in any way on other protected information or resources of the Company; or (4) information approved by the Company for disclosure by Consultant without restriction. (b) The Consultant shall not disclose to the Company hereunder any information relating to products, product developments or processes with respect to which Consultant is under any actual or implied duty to any third party to keep secret, and nothing in this Agreement shall impose an obligation on Consultant to act contrary to any such actual or implied duty to others. Except as set forth below, the Company shall be free to use all information that Consultant conveys to it hereunder without any further obligation to Consultant. (c) Any invention, discovery, improvement, process, formula or method relating to or useful in connection with the Field (collectively termed "Technical Information") which is made or discovered or which comes to the attention of Consultant during the course of Consultant's work for the Company hereunder will be forthwith fully disclosed by Consultant to the President of the Company and Consultant shall promptly assign to the Company his/her entire right, title and interest in and to such Technical Information. At any time during or after the Consulting Period, Consultant agrees that he will fully cooperate with the Company, its attorneys and agents, in the preparation and filing of all papers and other documents as may be Consulting Agreement required to perfect the Company's rights in and to any of such Technical Information, including, but not limited to, joining in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights of the United States and of any and all other countries on such Inventions, provided that the Company will bear the expense of such proceedings. Consultant hereby designates the Company as its agent for, and grants to the Company a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, for the purpose of effecting the foregoing assignments from Consultant to the Company. (d) Technical Information, or other information developed directly or indirectly in connection with services rendered by Consultant pursuant to this Agreement, may be worthy of written or oral publication in scholarly journals or at meetings at the sole discretion of the Company. It is intended that such publications meet the highest standards of scientific excellence and integrity, and subject to the terms of confidentiality herein, and that authorship be determined in accordance with the respective scientific contributions of the Consultant and employees of the Company. Any proposed Publication covering the Technical Information or other information developed directly or indirectly in connection with services rendered by Consultant hereunder, must be approved by the Company in writing in advance of its submission. In no event will any such publication or presentation by Consultant contain any Proprietary Information.

Confidentiality and Inventions. (a) Consultant shall maintain in strictest confidence1.1. Officer agrees that Officer will not, directly or indirectly, use or disclose to any person, firm or corporation, any confidential information, trade secrets, technical data and shall use and disclose only as authorized by know-how of the Company, all including but not limited to information of a competitively sensitive or proprietary nature that Consultant receivesrelating to customer lists, reviews or has access to in connection with the services to be performed for the benefit of the Company hereunder or which Consultant creates or has created or compiled for the Company as the result of the consulting services of Consultant hereunder. Consultant agrees not to make customer contact information, marketing materials, pricing information, financial information, employee information, business practices, any copies of such confidential or proprietary other information of the Company not generally known to the public, or the products, research, development, processes, methods and equipment of the Company and its subsidiaries, including CTD and its subsidiaries (except when appropriate "Proprietary Information"), without the prior written consent of the Company. Proprietary Information does not, however, include information that is or becomes generally available in the pharmaceuticals industry other than by breach of this Agreement by Officer. 1.2. Officer agrees that any and all inventions, discoveries, improvements, processes, compounds, or formulae (collectively "Inventions"), whether or not patentable or registerable under patent, copyright, or similar statutes, that were made, conceived, discovered or acquired by Officer, solely or jointly with others, in the course of performing services for or acting as an employee or officer of the furtherance Company, CTD or any of their subsidiaries, or which result from the use of premises owned, leased, or contracted by CTD, the Company or any of their subsidiaries and which may be used or useful in or relate to the business of the Company or duly and specifically authorized to do so) its subsidiaries, including CTD and promptly upon requestits subsidiaries, whether during or after shall be the Consulting Period, to return property of the Company. Officer hereby assigns to the Company any and all documentary, machine-readable or other elements or evidence of such confidential or proprietary information, and any copies that may be in ConsultantOfficer's possession or control. Notwithstanding the foregoing, these restrictions shall not be construed to apply to (1) information generally available to the public; (2) information released by the Company generally without restriction; (3) information known by Consultant prior to disclosure by the Company or which is independently developed or acquired by Consultant without reliance in any way on other protected information or resources of the Company; or (4) information approved by the Company for disclosure by Consultant without restriction. (b) The Consultant shall not disclose to the Company hereunder any information relating to products, product developments or processes with respect to which Consultant is under any actual or implied duty to any third party to keep secret, and nothing in this Agreement shall impose an obligation on Consultant to act contrary to any such actual or implied duty to others. Except as set forth below, the Company shall be free to use all information that Consultant conveys to it hereunder without any further obligation to Consultant. (c) Any invention, discovery, improvement, process, formula or method relating to or useful in connection with the Field (collectively termed "Technical Information") which is made or discovered or which comes to the attention of Consultant during the course of Consultant's work for the Company hereunder will be forthwith fully disclosed by Consultant to the President of the Company and Consultant shall promptly assign to the Company his/her entire right, title and interest in and to any such Technical InformationInventions, including, without limitation, all Inventions discovered or acquired by Officer during or in connection with his employment by CTD or any of its subsidiaries. At Without limiting the foregoing, Officer further acknowledges that all original works of authorship by Officer, whether created alone or jointly with others, which are protectable by copyright, are "works made for hire" within the meaning of the United States Copyright Act, 17 U.S.C. Section 101, as amended, and the copyright of which shall be owned solely, completely and exclusively by the Company. If any Invention is considered to be work not included in the categories of work covered by the United States Copyright Act, 17 U.S.C. Section 101, as amended, such work is hereby assigned or transferred completely and exclusively to the Company. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights"). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Officer hereby waives such Moral Rights and consents to any action of the Company that would violate such Moral Rights in the absence of such consent. Officer agrees to confirm any such waivers and consents from time to time as may be reasonably requested by the Company. 1.3. Officer shall, as requested by the Company at any time during and from time to time, execute and deliver to the Company any instruments deemed necessary by the Company to effect disclosure and assignment of the Inventions to it or after the Consulting Period, Consultant agrees that he will fully to persons designated by it and shall cooperate with the Company, its attorneys and agents, in the preparation and filing of all papers and other documents Company as may be Consulting Agreement reasonably required with regard to, and shall execute and deliver to perfect the Company, any patent, copyright or trademark applications (United States or foreign) and renewals with respect thereto, including any other instruments deemed necessary by the Company for the prosecution of such patent, copyright or trademark application or the acquisition of letters patent. Officer's obligation to assist the Company in obtaining and enforcing patents, copyrights or trademarks for such Inventions in any and all countries shall continue beyond the termination of this Agreement, but the Company shall compensate Officer at a rate of two hundred and fifty dollars ($250) per hour after such termination for time actually spent at the Company's rights in request on such assistance. In the event the Company is unable, after reasonable effort, to secure the signature of Officer on any document or documents needed to apply for or prosecute any patent, copyright or to other right or protection relating to an Invention, whether because of physical or mental incapacity or for any other reason whatsoever, Officer hereby irrevocably designates and appoints the Company and its duly authorized agents as agent and attorney-in-fact, to act for and on behalf of Officer to execute and file any such application or applications and to any do all other lawfully permitted acts to further prosecution and issuance of such Technical Informationpatents, copyrights or other similar protection thereon with the same legal force and effect as if executed by Officer 1.4. The parties hereto hereby agree and acknowledge that the Employment Agreement by and among Officer and CTD, dated as of December 14, 1998 (the "CTD Employment Agreement") is terminated as of the date hereof and Officer hereby specifically waives the provisions and the rights set forth in Sections 3 and 7 of the CTD Employment Agreement, including, but not limited to, joining any payments related to termination of Officer's employment with CTD, bonuses, milestone payments or carried interest in licenses, technologies or acquisitions by CTD or any proceeding to obtain letters patent, copyrights, trademarks or other legal rights subsidiaries of the United States and of CTD. Officer hereby resigns from any and all positions held by Officer within CTD or any subsidiaries of CTD and acknowledges and agrees that other countries on such Inventionsthan as provided in Section 1.6(h) of the Merger Agreement, provided that no obligations or amounts are owed to Officer (whether in cash, equity or otherwise) under the Company will bear the expense of such proceedings. Consultant hereby designates the Company as its agent for, and grants to the Company a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, for the purpose of effecting the foregoing assignments from Consultant to the Company. (d) Technical Information, CTD Employment Agreement or other information developed directly or indirectly in connection with services rendered by Consultant pursuant to this Agreementany other agreement, may understanding or arrangement under which CTD or any subsidiaries of CTD would be worthy of written or oral publication in scholarly journals or at meetings at the sole discretion of the Company. It is intended that such publications meet the highest standards of scientific excellence and integrity, and subject to the terms of confidentiality herein, and that authorship be determined in accordance with the respective scientific contributions of the Consultant and employees of the Company. Any proposed Publication covering the Technical Information or other information developed directly or indirectly in connection with services rendered by Consultant hereunder, must be approved by the Company in writing in advance of its submission. In no event will any such publication or presentation by Consultant contain any Proprietary Informationso obligated.

Confidentiality and Inventions. (a) Consultant shall maintain The Advisor acknowledges that its relationship with the Company is one of high trust and confidence and that in strictest confidencethe course of its service to the Company it and its officers, agents and shall use and disclose only as authorized by the Company, all information of a competitively sensitive or proprietary nature that Consultant receives, reviews or has employees will have access to in connection and contact with the services to be performed for the benefit of the Company hereunder or which Consultant creates or has created or compiled for the Company as the result of the consulting services of Consultant hereunder. Consultant agrees not to make any copies of such confidential or and proprietary information of the Company (“Confidential Information”). The Advisor agrees that neither it nor its officers, agents or employees will, during the Advisory Period or at any time thereafter, disclose to others, or use for any purpose except when appropriate for providing services hereunder, any Confidential Information; provided, however, that the furtherance Advisor’s obligations under this Section 4 shall not apply to the extent that such Confidential Information: (i) is or becomes generally known to the public through no wrongful act on the part of the business Advisor; (ii) is in the Advisor’s possession at the time of disclosure otherwise than as a result of earlier disclosure by the Company, disclosure by a source under a duty of confidentiality with respect to such information to the Company or duly and specifically authorized another party, or Advisor’s breach of any legal obligation; (iii) becomes known to do so) and promptly upon request, whether during or after the Consulting Period, Advisor through disclosure by sources other than the Company under no duty of confidentiality with respect to return such information to the Company any and all documentaryor another party; or (iv) is required to be disclosed by the Advisor to comply with applicable laws or governmental regulations, machine-readable or other elements or evidence provided that the Advisor provides prior written notice of such confidential or proprietary information, and any copies that may be in Consultant's possession or control. Notwithstanding the foregoing, these restrictions shall not be construed to apply to (1) information generally available disclosure to the public; (2) information released by Company and takes reasonable and lawful actions to avoid and/or minimize the Company generally without restriction; (3) information known by Consultant prior to disclosure by the Company or which is independently developed or acquired by Consultant without reliance in any way on other protected information or resources extent of the Company; or (4) information approved by the Company for disclosure by Consultant without restrictionsuch disclosure. (b) The Consultant Upon termination of this Agreement or at any other time upon request by the Company, the Advisor shall not disclose promptly deliver to the Company hereunder any information relating to products, product developments or processes with respect to which Consultant is under any actual or implied duty to any third party to keep secret, all documents and nothing in this Agreement shall impose an obligation on Consultant to act contrary to any such actual or implied duty to others. Except as set forth below, the Company shall be free to use all information that Consultant conveys to it hereunder without any further obligation to Consultantmaterials embodying Confidential Information. (c) Any inventionAll inventions, discoverydiscoveries, improvementdata, processtechnology, formula designs, innovations and improvements (whether or method relating to not patentable and whether or useful in connection with the Field (collectively termed "Technical Information"not copyrightable) which is made are made, conceived, reduced to practice, created, written, designed or discovered developed by the Advisor, solely or which comes to the attention of Consultant jointly with others and whether during normal business hours or otherwise, during the course of Consultant's work for the performance of services by the Advisor pursuant to this Agreement (“Inventions”), shall be the sole property of the Company. The Advisor hereby assigns to the Company hereunder will be forthwith fully disclosed by Consultant all Inventions and any and all related patents, copyrights, utility models, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States, Europe and elsewhere and appoints any officer of the Company as his duly authorized attorney to execute, file, prosecute and protect the President same before any government agency, court or authority. Upon the request of the Company and Consultant at the Company’s expense, the Advisor shall promptly execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company his/her entire right, title and interest in and to such Technical Information. At any time during assist the Company in applying for, obtaining and enforcing patents or after the Consulting Period, Consultant agrees that he will fully cooperate with the Company, its attorneys and agents, in the preparation and filing of all papers and copyrights or other documents as may be Consulting Agreement required to perfect the Company's rights in and to any of such Technical Information, including, but not limited to, joining in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights of the United States and of in any and all other countries on such Inventions, provided that the Company will bear the expense of such proceedings. Consultant hereby designates the Company as its agent for, and grants foreign country with respect to the Company a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, for the purpose of effecting the foregoing assignments from Consultant to the Companyany Invention. (d) Technical InformationThe Advisor shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, or other information developed directly or indirectly in connection with services rendered by Consultant pursuant to this Agreementsketches, drawings and as may be worthy specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written or oral publication in scholarly journals or at meetings at records shall be available to and remain the sole discretion property of the Company. It is intended that such publications meet the highest standards of scientific excellence and integrity, and subject to the terms of confidentiality herein, and that authorship be determined in accordance with the respective scientific contributions of the Consultant and employees of the Company. Any proposed Publication covering the Technical Information or other information developed directly or indirectly in connection with services rendered by Consultant hereunder, must be approved by the Company in writing in advance of its submission. In no event will any such publication or presentation by Consultant contain any Proprietary Informationat all times.

Confidentiality and Inventions. 16.1. The Executive shall neither during the Employment (except in the proper performance of his/her duties or with the express written consent of the President and CEO), nor at any time (without limit) after the termination of the Employment, except in compliance with an order of a competent court, or as required by law: (a) Consultant shall maintain in strictest confidencedivulge or communicate to any person, and shall company business entity or other organisation; (b) use and disclose only as authorized by the Company, all information of a competitively sensitive for his/her own purposes or proprietary nature that Consultant receives, reviews or has access to in connection with the services to be performed for the benefit any purposes other than those of the Company hereunder or any Group Company; or (c) through any failure to exercise due care and diligence, permit or cause any unauthorised disclosure of any Confidential Information. These restrictions shall cease to apply to any information which Consultant creates or has created or compiled for shall become available to the Company as public generally otherwise than through any breach by the result Executive of the consulting services provisions of Consultant hereunderthis Agreement or other default of the Executive. Consultant agrees not Further nothing in this Agreement shall prevent the Executive from making a “protected disclosure” under the Public ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. 16.2. The parties foresee that the Executive may make inventions or create other Intellectual Property in the course of his/her duties and agree that in this respect the Executive has a special responsibility to make any copies of such confidential or proprietary information further the interests of the Company and any Group Company. 16.3. Any invention, improvement, design, process, information, copyright work, computer program, trade ▇▇▇▇, trade name or get-up, work or other output made, created or discovered by the Executive during the Employment (except when appropriate for whether capable of being patented or registered or not and whether or not made or discovered in the furtherance course of the Employment) in conjunction with or in any way affecting or relating to the business of the Company or duly and specifically authorized to do soof any Group Company or capable of being used or adapted for use in or in connection with such business, together with all Intellectual Property subsisting therein, (collectively “Intellectual Property Rights”) and promptly upon request, whether during or after the Consulting Period, to return shall be disclosed immediately to the Company any and shall belong to and be the absolute property of the Company or such Group Company as the Company may direct, Save as otherwise provided by mandatory provisions of applicable law, the Executive hereby assigns to the Company with full title guarantee and by way of present assignment of future rights, all documentarysuch copyright, machine-readable or other elements or evidence of such confidential or proprietary informationdatabase rights, design rights (and any copies that other Intellectual Property capable of assignment by way of present assignment of future rights) which may be in Consultant's possession or controlfall within the definition of the Intellectual Property Rights absolutely for the full term of those rights. 16.4. Notwithstanding the foregoing, these restrictions shall not be construed If and whenever required so to apply to (1) information generally available to the public; (2) information released do by the Company generally without restriction; (3) information known by Consultant prior to disclosure by the Executive shall at the expense of the Company or which is independently developed such Group Company as the Company may direct: (a) apply or acquired by Consultant without reliance join with the Company or such Group Company in applying for patent or other protection or registration in Finland, the United Kingdom and in any way on other protected information or resources part of the Companyworld for any Intellectual Property Rights; or (4) information approved by the Company for disclosure by Consultant without restriction.and (b) The Consultant shall not disclose execute all instruments and do all things necessary for vesting all Intellectual Property Rights (including such patent or other protection or registration when so obtained) and all right, tide and interest to and in them absolutely, with full title guarantee and as sole beneficial owner, in the Company hereunder any information relating to products, product developments or processes with respect to which Consultant is under any actual such Group Company or implied duty to any third party to keep secret, and nothing in this Agreement shall impose an obligation on Consultant to act contrary to any such actual or implied duty to others. Except other person as set forth below, the Company shall be free to use all information that Consultant conveys to it hereunder without any further obligation to Consultantmay specify. (c) Any invention, discovery, improvement, process, formula or method relating to or useful 16.5. The Executive irrevocably and unconditionally waives all rights in connection with the Field (collectively termed "Technical Information") which is made his/her authorship of any existing or discovered or which comes to the attention of Consultant during future copyright work in the course of Consultant's work for the Employment, in whatever part of the world such rights may be enforceable, save as otherwise provided by mandatory provisions of applicable law. 16.6. The Executive irrevocably appoints the Company hereunder will to be forthwith fully disclosed by Consultant to the President of the Company and Consultant shall promptly assign to the Company his/her entire right, title Attorney in his name and interest in on his/her behalf to execute any such instrument or do any such thing and generally to such Technical Information. At any time during or after the Consulting Period, Consultant agrees that he will fully cooperate with the Company, its attorneys and agents, in the preparation and filing of all papers and other documents as may be Consulting Agreement required to perfect the Company's rights in and to any of such Technical Information, including, but not limited to, joining in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights of the United States and of any and all other countries on such Inventions, provided that the Company will bear the expense of such proceedings. Consultant hereby designates the Company as its agent for, and grants to the Company a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, use his/her name for the purpose of effecting the foregoing assignments from Consultant giving to the CompanyCompany the full benefits of this clause, save as otherwise provided by mandatory provision of applicable law. (d) Technical Information, or other information developed directly or indirectly in connection with services rendered by Consultant pursuant to this Agreement, may be worthy of written or oral publication in scholarly journals or at meetings at the sole discretion of the Company. It is intended that such publications meet the highest standards of scientific excellence and integrity, and subject to the terms of confidentiality herein, and that authorship be determined in accordance with the respective scientific contributions of the Consultant and employees of the Company. Any proposed Publication covering the Technical Information or other information developed directly or indirectly in connection with services rendered by Consultant hereunder, must be approved by the Company in writing in advance of its submission. In no event will any such publication or presentation by Consultant contain any Proprietary Information.