exhibit 10. 3 confidentiality and inventions agreement this confidentiality and inventions agreement ( this " agreement " ), by and between array biopharma inc., a delaware corporation ( the " company " ), and victor sandor, m. d, an individual ( " employee " ), is executed to be effective as of the " effective date " set forth in section 3 ( j ) below. as a condition to, and in consideration of employee's employment or continued employment ( as the case may be ) with the company, and in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows : 1. protection of trade secrets and confidential information. ( a ) definition of " confidential information. " as used in this agreement, the term " confidential information " shall include all information concerning or arising from the company's business, including, without limitation, trade secrets used or developed by the company in connection with its business ; information concerning the manner and details of the company's operation, organization and management ; financial information and / or documents and nonpublic policies, procedures and other printed or written material generated or used in connection with the company's business ; the company's business plans and strategies ; the identities of the company's customers and the specific individual customer representatives with whom the company works and details of the company's relationship with such customers and customer representatives ; the identities of other persons or companies utilized in the company's business and details of the company's relationship with such persons or companies ; the nature of fees and charges made to the company's customers ; nonpublic forms, contracts and other documents used in the company's business ; the nature and content of computer software used in the company's business, whether proprietary to the company or used by the company under license from a third party ; and / or other information concerning know - how, research, inventions, copyrights, trademarks, patent applications, patents, processes, designs, technical specifications, methods, concepts, prospects, customers, employees, contractors, earnings, products, services, formulas, compositions, machines, equipment, systems, and / or prospective and executed contracts and other business arrangements. as used in this agreement, " company " includes any direct or indirect subsidiary or affiliate of the company. confidential information under this agreement shall not include