unable to or do not take any such action, you hereby designate the Company as your agent, and grant to the Company a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, solely for the purpose of taking such action on your behalf.
5. Limitations on Competition. You hereby agree, in consideration of the Companys agreement to engage you as a consultant hereunder and your compensation for Services rendered to the Company hereunder and in view of the confidential position to be held by you, and the confidential nature and proprietary value of the information which the Company may share with you, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows:
(a) Except as otherwise expressly set forth in this Agreement, you shall not, without the prior written consent of the Company:
(i) Either individually or on behalf of any for-profit third party, directly or indirectly, either as principal, agent, stockholder, owner, employee, consultant, representative or in any other capacity, conduct any activities in the Companys Field of Interest (including as a consultant, employee, advisor or board member) with any for-profit third party involved, to any extent, in the Companys Field of Interest, anywhere in the world (hereinafter, the Restricted Territory), nor shall you have any ownership interest in any for-profit third party that is involved, to any extent, in the Companys Field of Interest in the Restricted Territory, except that nothing contained herein shall preclude you from owning stock in any such for-profit third party if such stock is publicly traded, and provided that your holdings do not exceed three (3%) percent of the issued and outstanding capital stock of such for-profit third party.
(ii) Either individually or on behalf of any for-profit third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the purpose of competing in the Companys Field of Interest or otherwise with the Company or any present or future parent, subsidiary or affiliate of the Company, any joint venture or collaborative research partner, customer or patron of the Company, or any prospective customer or patron of the Company with respect to which the Company has developed or made a presentation for the use or exploitation of products or processes in the Companys Field of Interest, located within the Restricted Territory.
(iii) Either individually or on behalf of any for-profit third party, directly or indirectly, solicit, entice or persuade or attempt to solicit, entice or persuade any other employees of or consultants to the Company or any present or future parent, subsidiary or affiliate of the Company to leave the services of the Company or any such parent, subsidiary or affiliate for any reason.
(iv) As used in this Section 5, for-profit third party shall not include the Dana-Farber Cancer Institute (DFCI) or any other academic, hospital, governmental or not-for-profit institution or entity that employs you or for which you consult or otherwise provide services, now or in the future, including the Broad Institute, Harvard University, Stanford University and the Howard Hughes Medical Institute (collectively, Institutions). For clarity, this Section 5 shall not apply to any seminars, talks or other educational activities you may undertake in your capacity as an employee or consultant of an Institution, provided that you comply with the other terms of this Agreement.
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