Common use of Documents and Other Materials Clause in Contracts

Documents and Other Materials. I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments conceived by me, which records will be available to and remain the sole property of the Company at all times. memoranda, reports, All files, letters, notes, records, data, sketches, drawings, notebooks, layouts, charts, quotations and propos_als, specification sheets, program listings, blueprmts, models, prototypes, materials or other written, photographic or other tangible material containing or embodying Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. In the event of the termination of my employment for any reason, I will deliver to the Company all of the foregoing, and all other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies. Any property situated on the Company's premises and owned by the Company, including laboratory space, computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. months thereafter. I acknowledge that all work performed by me as an employee of the Company is on a "work tor hire" basis. I hereby waive all claims to any moral rights or other special rights which I may have or accrue in any Company-Related Developments. discoveries, ''Developments" mean inventions, designs, developments, methods, biological databases, modifications, improvements, processes, or chemical materials, algorithms, computer programs, formulae, techniques, trade secrets, graphics or images, audio or visual works, and other works of authorship. To preclude any possible uncertainty, I have set forth on Appendix A attached hereto a complete list of me before my Company-Related Developmentsconceived by employment that are not Developments ("Prior Inventions''). I have also listed on Appendix A all patent rights of which I am an Enforcement of Intellectual Property 7. inventor,other than those contained within Rights. I will cooperate fully with the Company, both during and after my employment with the Intellectual Property Rights ("Other Patent Rights"). If no such disclosure is attached, I represent that there are no Prior Inventions or Other Patent Rights. If, in he course of my employment with the Company, I mcorporate a Prior Invention into a Company product, process or research or development program or other work done for the Company, I hereby grant to the Company a nonexclusive, royalty-tree, fullv paid-up, irrevocable, perpetual, worldwide licens (with the full right to sublicense through multiple t1ers) to make, have made. modify. use, offer for sale. Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights, as well as all other patent rights, trademarks, copyrights and other intellectual property rights in all countries and territories worldwide owned bv or licensed to the Company. I will sign, both during and after the term of this Agreement, all papers, including copyright applications, patent applications, priority rights, Company may declarations. oaths, assignments of and powers of attorney, which the import and sell such Prior Invention. deem necessary or desirable in order to protect its rights and interests in any Company-Related Development or Intellectual Property Rights. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Notwithstanding the foregoing. I will not incorporate, or permit to be incorporated, Prior Inventions in any Company-Related Development without the Company's prior written consent. 2 NON-COMPETITION, NON-SOLICITATION, CONFIDENTIALITY AND ASSIGNMENT AGREEMENT such agreements or regarding the confidential nature of such work. I agree to comply with any such obligations or restrictions upon the direction of the Company. In addition to the rights assigned under Section 5, I also assign to the Company (or any of its nominees) all rights which I have or acquired in any Developments, full title to which is required to be in the United States under any contract between the Company and the United States or any of its agencies. Company as my agent and attorney-in-fact to execute any such papers on my be xxx x. and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in the same. 8. Non-Competition and Non-Solicitation. In order to protect the Company's Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the "Restricted Period"), I will not directly or indirectly, whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any business activity anywhere in the world that develops. manufactures or markets products or services in the Company's Field of Business (as defined below). or that develops or manufactures any products. or performs any services, that are otherwise competitive with the products or services of the Company, or products or services that the Company has under development or that were the subject of active planning during the last twelve ( 12) months of my employment; provided that this will not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such xxxxxxx.Xx addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (a) call upon, solicit, divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers, and/or (b) solicit, entice or attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. I acknowledge and agree that if I violate any of the provisions of this Section 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). For purposes of this Section, the Company's Field of Business shall mean research. discovery, design, manufacture, I 0. Prior Agreements. I hereby represent that, except as I have fully disclosed previously in writing to the Company, I am not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of my employment with the Company or to retrain from competing, directly or indirectly, with the business of such previous employer or any other party. I further represent that my performance of all the terms of this Agreement as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me in confidence or in trust prior to my employment with the Company. I will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. II. Remedies Upon Breach. I understand that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and I consider them to be reasonable for such purpose. Any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and therefore, in the event of such breach, the Company, in addition to such other remedies which may be available, will be entitled to specific performance and other injunctive relief. 12. Use of Voice, Image and Likeness. I give clinical development, seeking of regulatory the Company permission to use my voice, image or likeness, with or without using my name, for the purposes of advertising and promoting the Company, or for other purposes deemed appropriate by the Company in its reasonable discretion, except to the extent expressly prohibited by law. approvals, marketing and/or commercialization of (i) antibodies, (ii) antigens or (iii) engineered protein-or amino acid-based agents for all uses and indications in humans or animals that act through modulation (including either as agonists or antagonists) of the activity of protein growth factors belonging to the Transforming Growth Factor-superfamily. 13. Publications and Public Statements. I will obtain the Company's written approval before publishing or submitting for publication any material that relates to my work at the Company and/or incorporates any Proprietary Information. To ensure that the Company delivers a consistent message about its products, services and operations to the public, 9. Government Contracts. I acknowledge that the Company may have trom time to time agreements with other persons or with the United States Government or its agencies which impose obligations or restrictions on the Company regarding inventions made during the course of work under 3

Documents and Other Materials. I will keep and maintain adequate and current records of all Proprietary Information and CompanyProprieta ryInformation andCompan y-Related Developments Developm ents conceived by me, which records will wi ll be available to and remain the sole property of the Company Compan y at all times. memoranda, reports, All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and propos_alsproposals, specification sheets, program listings, blueprmtsblueprints, modelsmodel s, prototypesprototy pes, materials or other written, photographic or other tangible material containing or embodying embodyi ng Proprietary InformationInform ation, whether created by me or others, which wh ich come into my m y custody or possession, are a re the exclusive property of the Company Com pany to be used by me m e only in the performance of my duties for the Company. In ln the event of the termination of my employment for any reasonreason , I will deliver to the Company all of the foregoing, and all other materials m aterials of any nature pertaining to the Proprietary Information of the Company ompa ny and _to my m y work, and will w ill not take or keep in m my possession possessiOn any of the foregoing or any copies. Any property situated on the CompanyCompan y's premises and owned by the Company, including laboratory space, computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with w ith or without notice. months thereafter. I acknowledge acknow ledge that all work performed by me as an a n employee of the Company is on a "work tor for hire" basis. I hereby waive all claims to any moral rights or other special rights which I may have or accrue in any CompanyCom pany-Related Developments. discoveries, ''"Developments" mean inventions, designsdiscoveries, design s, developments, ,methods, biological databases, modifications, improvements, processes, biological or chemical materialsmateri als, algorithms, data bases, computer programs, formulae, techniques, trade secrets, graphics or images, audio or visual v isual works, and other works of authorship. To preclude any possible uncertainty, I have set forth on Appendix A attached hereto a complete list of Developments conceived by me before my employm ent that are not Company-Related Developmentsconceived by employment that are not Developments ("Prior Inventions''"). I have also listed on Appendix A all patent rights of which wh ich I am an Enforcement of Intellectual Property 7. inventor,, other than those contained within Rights. I will cooperate fully with the Company, both during and after my employment with the Intellectual Property Rights ("Other Patent Rights"). If no such disclosure is attached, I represent that there are no Prior Inventions In ventions or Other Patent Rights. If, in he the course of my employment with the Company, I mcorporate incorporate a Prior Invention In vention into a Company productprod uct, process or research resea rch or development developm ent program or other work done for the th e Company, I l hereby grant gra nt to the Company a nonexclusive, royalty-treefi·ee, fullv fully paid-up, irrevocable, perpetual, worldwide licens license (with w ith the full right to sublicense through multiple t1erstiers) to make, have made. , modify. , use, offer for sale, 7. Enforcement of Intellectual Property Rights. I will cooperate fully with the Company, both during a nd after my employment w ith the Compa ny, with respect to the procurement, maintenance m intenance and enforcement of Intellectual Property RightsR1ghts, as well as all other patent rights, trademarks, copyrights copy rights and other oth er intellectual property rights in all countries and territories worldwide owned bv by or licensed to the CompanyCom pany. I will w ill sign, both during and a nd after the term of this Agreementth is Agreem ent, all a ll papers, including copyright applications, patent applications, priority rights, Company Com pan y may declarations. , oaths, assignments of and powers of attorney, which the import and sell such Prior Invention. deem necessary or desirable in order to protect its rights and interests in any Company-Related Development or Intellectual Property Rights. If the Company Compan y is unable, after reasonable reasonabl e effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Notwithstanding the foregoing. , I will wi ll not incorporate, or permit to be incorporatedincorporated , Prior Inventions in any Company-Related Development without w ithout the CompanyCompa ny's prior written consent. 2 NON-COMPETITION, NON-SOLICITATION, CONFIDENTIALITY AND ASSIGNMENT AGREEMENT such agreements or regarding the confidential nature of such work. I agree to comply with y si gnature on any such obligations or restrictions upon the direction of the Company. In addition to the rights assigned under Section 5papers, I also assign to the Company (or any hereby Irrevocabl y designate and a ppoint each officer of its nominees) all rights which I have or acquired in any Developments, full title to which is required to be in the United States under any contract between the Company and the United States or any of its agencies. Company as my agent and attorney-in-fact to execute any such papers on my be xxx x. and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in the same. 8. Non-Competition and Non-Solicitation. In order to protect the Company's Proprietary Information and good will, during my employment and for a period of twelve (12) months following the termination of my employment for any reason (the "Restricted Period"), I will not directly or indirectly, whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any business activity anywhere in the world that develops. manufactures or markets products or services in the Company's Field of Business (as defined below). or that develops or manufactures any products. or performs any services, that are otherwise competitive with the products or services of the Company, or products or services that the Company has under development or that were the subject of active planning during the last twelve ( 12) months of my employment; provided that this will not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such xxxxxxx.Xx addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (a) call upon, solicit, divert or take away any of the customers, business or prospective customers of the Company or any of its suppliers, and/or (b) solicit, entice or attempt to persuade any other employee or consultant of the Company to leave the services of the Company for any reason. I acknowledge and agree that if I violate any of the provisions of this Section 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). For purposes of this Section, the Company's Field of Business shall mean research. discovery, design, manufacture, I 0. Prior Agreements. I hereby represent that, except as I have fully disclosed previously in writing to the Company, I am not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of my employment with the Company or to retrain from competing, directly or indirectly, with the business of such previous employer or any other party. I further represent that my performance of all the terms of this Agreement as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me in confidence or in trust prior to my employment with the Company. I will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. II. Remedies Upon Breach. I understand that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and I consider them to be reasonable for such purpose. Any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and therefore, in the event of such breach, the Company, in addition to such other remedies which may be available, will be entitled to specific performance and other injunctive relief. 12. Use of Voice, Image and Likeness. I give clinical development, seeking of regulatory the Company permission to use my voice, image or likeness, with or without using my name, for the purposes of advertising and promoting the Company, or for other purposes deemed appropriate by the Company in its reasonable discretion, except to the extent expressly prohibited by law. approvals, marketing and/or commercialization of (i) antibodies, (ii) antigens or (iii) engineered protein-or amino acid-based agents for all uses and indications in humans or animals that act through modulation (including either as agonists or antagonists) of the activity of protein growth factors belonging to the Transforming Growth Factor-superfamily. 13. Publications and Public Statements. I will obtain the Company's written approval before publishing or submitting for publication any material that relates to my work at the Company and/or incorporates any Proprietary Information. To ensure that the Company delivers a consistent message about its products, services and operations to the public, 9. Government Contracts. I acknowledge that the Company may have trom time to time agreements with other persons or with the United States Government or its agencies which impose obligations or restrictions on the Company regarding inventions made during the course of work under 3the