and RI for the scAAV9-SMN gene therapy product (the License Agreement), or not otherwise restricted by contract, RI grants the Company a Right of First Offer to negotiate a license for one or more of the Developments, and any patent rights related thereto, on terms and conditions similar to the License Agreement. In addition, RI shall grant the Company a Right of First Refusal on any Developments for a period of 120 days from the date of written notice from RI to the Company of its receipt of any offer to license or otherwise transfer or assign any Development.
7. Confidential Information
(a) As used in this Agreement, Confidential Information means all Developments made, conceived or reduced to practice under the this Agreement, trade secrets and confidential or proprietary information and other data or information (and any tangible representation thereof), whether prepared, conceived or developed by an employee of or consultant to the Company (including the Consultant in the provision of Services under the Agreement) or received by the Company from an outside source, which is in the possession of the Company (whether or not the property of the Company), which in any way relates to the present or future business of the Company, which is maintained in secrecy or confidence by the Company, and which might permit the Company or its customers to obtain a competitive advantage over competitors, who do not have access to such Developments made, conceived or reduced to practice under this Agreement, trade secrets, confidential or proprietary information or other data or information. Without limiting the generality of the foregoing, Confidential Information shall include:
(i) any idea, improvement, invention, innovation, development, concept, technical data, design, formula, composition of matter, know-how, process, schematic, method, technique, activity, substrate, cellulosic material, enzyme, enzyme preparation process, catalyst, fermentation agent, fermentation reaction, bioreactor, bacteria or bacterial strain, microorganism, thermophilic organism, animal, plant, biological material (or a portion or fragment thereof), synthetic biological material, plasmid, compound, library, program, software, algorithm, subroutine, source code, object code, diagram, specification, drawing, manual, plan for new or revised services or products, compilation of information, derivative work, or work in process, or parts thereof, research or test data or results and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form, memorialized or reduced to practice); and
(ii) the name of any customer, employee, prospective customer, sales agent, supplier or consultant, any sales plan, marketing material, plan or survey, business plan or opportunity, product or service development plan or specification, business proposal, financial record or information, or business record or other record or information relating to the present or proposed business of the Company.
The Company may from time to time have in its possession information which is claimed by others to be proprietary and which the Company has agreed to keep confidential. The Consultant hereby acknowledges that all such information shall be Confidential Information for purposes of this Agreement.
(b) During the term of this Agreement and at all times thereafter, the Consultant will keep and hold all Confidential Information in strict confidence, and the Consultant will not use or disclose any of such Confidential Information without the prior written consent of the Company, except (i) as duly authorized by the Company and as may be necessary to perform the Consultants duties for the benefit of the Company or (ii) as otherwise required by applicable law; provided that the Consultant provides the Company with prompt notice of such requirement prior to compliance so that the Company may seek an appropriate protective order or waive the restriction on disclosure. If, in the absence of a protective order,