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price associated with your Units, up to an aggregate initial seed and Series A equity investment of $150-200MM. The strike price of each Unit will be determined by the LLCs Board of Directors on the date such Units are granted and shall be equal to the amount that would be distributed in respect of a Common Unit of the LLC in a hypothetical liquidation of the LLC on the date of issuance of such Unit. The Units will be evidenced in writing by, and subject to the terms of the Plan and a Unit Grant Agreement provided by the LLC, which agreement will specify monthly vesting over four (4) years with a one (1) year cliff.
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Proprietary Information and Inventions.
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(a) The Consultant acknowledges that Consultants relationship with the Company is one of high trust and confidence and that in the course of Consultants service to the Company, will have access to and contact with Proprietary Information (as defined below in Section 4.1(b)) of both the Company and any company or other entity that Cullinan Oncology, LLC has invested in or is considering for investment (a Portfolio Company). While Consultant is providing Services to the Company, and for three (3) years following the expiration of the Consultation Period, Consultant will not disclose or deliver to anyone, except as authorized by the Company, or use in any way other than to provide the Services, any Proprietary Information of the Company or a Portfolio Company. The restrictions set forth in this Section 4 will not apply to Information which (a) Consultant is required to disclose by an order of a court of competent jurisdiction, provided Consultant has provided all reasonable and practicable notice to the Company prior to such order being imposed, and at the request and cost of the Company, Consultant will promptly do all such reasonable acts or things as the Company and its duly authorized officers may reasonably require to defend in any proceeding, judicial or otherwise, such confidences and disclosures, or (b) becomes generally known to the public or in the trade, unless such knowledge results from an unauthorized disclosure by the Consultant.
(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 or any Portfolio Company, concerning the 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 lists concerning either the Company, one of its