Section 3(c) of the Consulting Agreement is hereby amended to include the following at the end of the Section:
Further, (i) nothing contained in this Agreement limits, restricts or in any other way affects your communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity; and (ii) you will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (A) in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed under seal in a lawsuit or other proceeding, provided, however, that notwithstanding this immunity from liability, you may be held liable if you unlawfully access trade secrets by unauthorized means.
D. Limits on Competition
Section 5(a)(i) is hereby deleted from the Consulting Agreement (with the defined term Restricted Territory surviving).
In order to protect the Companys legitimate business interests, you agree, as a condition of the extension of the Term as provided herein and in exchange for the compensation and benefits provided hereunder, to which you are not otherwise entitled, to enter into the Non-Competition, Non-Solicitation, Confidentiality and Assignment of Inventions Agreement (the Confidentiality Agreement) attached as Exhibit A hereto. You must sign and return the Confidentiality Agreement in connection with the execution of this Amendment.
You acknowledge and agree that references to employment or termination of employment included in the Confidentiality Agreement will be deemed to refer, respectively, to your services to the Company, under the Consulting Agreement or otherwise, or the termination thereof.
Notwithstanding anything to the contrary in the Confidentiality Agreement, the restrictions set forth in Sections 8 (Non-Competition) and 9 (Non-Solicitation) of the Confidentiality Agreement will not apply to activities conducted on behalf of DFCI (as defined in the Consulting Agreement) 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