Exhibit 10.3
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”) is entered into by Imago BioSciences, Inc., a Delaware corporation (the “Company”), and Wan-Jen Hong, an individual (the “Consultant”), effective as of August 27, 2022 (the “Effective Date”) with reference to the following facts:
A. The Company and the Consultant have entered into a Separation Agreement as of even date herewith (the “Separation Agreement”); and
B. The Consultant desires to provide transition and advisory services to the Company, and the Company desires to assure itself of the transition and advisory services of the Consultant, in each case, pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows effective as of the Effective Date:
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The Consultant acknowledges the confidential and secret character of the Information and agrees that the Information (with the exception of information in category (v)) is the sole, exclusive and extremely valuable property of the Company. Accordingly, the Consultant shall not reproduce any of the Information without the applicable prior written consent of the the Company, use the Information except in the performance of this Agreement, nor disclose all or any part of the Information in any form to any third party, either during or after the term of this Agreement. Upon termination of this Agreement for any reason, including expiration of term, the Consultant agrees to cease using and to return to the Company all whole and partial copies of the Information.
The Consultant shall not remove from the premises of the Company or otherwise transfer to any third party any materials to which the Company provides the Consultant access, unless the Consultant has express advance written consent from the Company.
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(Signature page(s) follow)
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IN WITNESS WHEREOF, the undersigned have caused this Consulting Agreement to be duly executed and delivered as of the date indicated next to their respective signatures below.
DATED: August 11, 2022
/s/ Wan-Jen Hong
Wan-Jen Hong
IMAGO BIOSCIENCES, INC.
DATED: August 11, 2022
By: /s/ Hugh Young Rienhoff, Jr. M.D.
Name: Hugh Young Rienhoff, Jr., M.D.
Title: Chief Executive Officer
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