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EXHIBIT 10.48
CONFIDENTIAL
LXR BIOTECHNOLOGY INC.
AMENDED AND RESTATED
SERVICES AGREEMENT
This Amended and Restated Services Agreement (the "Agreement") is made
and entered into as of the 20th day of April, 1998 (the "Effective Date") by and
between LXR Biotechnology Inc., a Delaware corporation having its principal
place of business at 0000 Xxxxxx Xxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (the
"Company") and G. Xxxx Xxxx, residing at 000 Xxxxxxxx Xxxx Xxxx, Xxxxxxxx,
Xxxxxxxxxx 00000 ("Xxxx"). This Agreements supersedes and replaces the
Consulting Agreement between the Company and Xxxx dated February 13, 1998 (the
"Prior Agreement").
RECITALS
WHEREAS, on February 13, 1998, the Company and Xxxx entered into the
Prior Agreement, which provided, among other things, for Xxxx to provide
consulting services to the Company in return for the grant of an option to
purchase 250,000 shares of Common Stock;
WHEREAS, on April 20, 1998, the Board of Directors of the Company
appointed Xxxx as the Chairman of the Board of Directors and as acting Chief
Executive Officer;
WHEREAS, pursuant to this Agreement, the Company and Xxxx wish to
terminate the Prior Agreement and Xxxx'x services as a consultant under the
Prior Agreement and to set forth the terms and conditions upon which Xxxx will
provide services to the Company as the Chairman of the Board and as acting Chief
Executive Officer.
AGREEMENT
In consideration of the mutual covenants set forth below, the parties
hereby agree as follows:
1. Engagement of Services.
1.1 Services as Consultant.
(a) Termination of Services as Consultant. As of the Effective
Date, Xxxx'x services as a consultant are terminated. The parties agree that any
notice provision in the Prior Agreement have been satisfied.
(b) Option Granted Under Prior Agreement. As full and complete
compensation for Xxxx'x services and for the discharge of all Xxxx'x obligations
under the Prior Agreement the option granted to Xxxx under the Prior Agreement
shall remain outstanding as
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CONFIDENTIAL
provided herein, notwithstanding the termination of Xxxx'x services as a
consultant. The terms of such option are restated as follows (such restatement
shall not be considered a regrant of options for any purposes):
(i) As of February 13, 1998, and subject to the
approval of its Board of Directors, the Company hereby grants to Xxxx an option
(the "Consulting Option") to purchase 250,000 shares of the Common Stock of the
Company. This Consulting Option is subject to the limitations contained in the
1993 Stock Option Plan, as amended, attached hereto as Exhibit A, and hereby
incorporated by reference. The Consulting Option is intended not to qualify as
an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended. Unless sooner terminated as set forth in the
1993 Stock Option Plan, the Consulting Option terminates on the earlier of (i)
February 13, 2008, (ii) if Xxxx voluntarily resigns as Chairman of the Board and
terminates any employment relationship with the Company, the date of such
resignation and termination of employment, or (iii) if the Company terminates
Xxxx as Chairman of the Board and terminates any employment relationship, the
date six months after such termination (the latter of such dates is referred to
herein as the "Consulting Option Termination Date"). The Consulting Option shall
expire and all vesting shall cease on the Consulting Option Termination Date;
provided that Xxxx shall have the right to exercise the Consulting Option to the
extent vested within 90 days of the Consulting Option Termination Date. The
Consulting Option shall become exercisable on the following vesting schedule:
1/5th of the shares of stock issuable upon exercise of the Consulting Option
shall vest upon the close of business on February 13, 1998, and, thereafter, the
remaining stock shall vest at a rate of 1/36th per month for every month after
February 13, 1998. Vesting will occur on the 13th day of each month. The
exercise price of this option shall be equal to the fair market value of the
Company's Common Stock on February 13, 1998, which is deemed to be the closing
price on the American Stock Exchange as of the last trading day prior to
February 13, 1998.
(ii) If prior to vesting of all the shares issuable upon
exercise of the Consulting Option the Company enters into a cooperative
development agreement or other strategic alliance with a significant
pharmaceutical or biotechnology company relating to one or more of the Company's
products, and the Board of Directors determines that Xxxx has contributed in a
significant way either to introducing the companies or to successfully
negotiating and entering into such agreement, then 100,000 shares of the
Consulting Option shall vest immediately upon such determination by the Board of
Directors. In no event shall the Consulting Option entitle Xxxx to purchase more
than 250,000 shares of Common Stock.
1.2 Services as the Chairman of the Board.
(a) Election. Effective as of the date of this Agreement, the
Board of Directors has elected Xxxx as Chairman of the Board of Directors. As
Chairman of the Board, Xxxx shall serve at the pleasure of the Board of
Directors and may be removed as Chairman of the Board at the will of the Board
of Directors and in accordance with the Bylaws of the Company.
(b) Compensation for Serving as Chairman of the Board of
Directors. As compensation for services as the Chairman of the Board of
Directors, the Company shall pay
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CONFIDENTIAL
Xxxx the following:
(i) The Company shall pay Xxxx a base salary of
$180,000 per year, payable on the Company's normal payroll schedule. If the
Company terminates Xxxx as Chairman of the Board, Xxxx shall be paid severance
equal to six months pay over the six months following such termination and such
payments shall be in accordance with the Company's normal payroll schedule.
(ii) As of April 20, 1998, the Company hereby grants to
Xxxx an option (the "COB Option") to purchase 500,000 shares of the Common Stock
of the Company. The grant of this option is contingent and shall only be
effective upon approval by the stockholders of the Company of a proposal to be
acted upon at the June 11, 1998 Meeting of Stockholders to approve an increase
in the maximum number of shares that may be granted to executive officers under
the 1993 Stock Option Plan to 2,000,000. This COB Option is granted under and is
subject to the limitations contained in the 1993 Stock Option Plan, as amended,
attached hereto as Exhibit A, and hereby incorporated by reference. The COB
Option is intended not to qualify as an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended. Unless
sooner terminated pursuant to the 1993 Stock Option Plan, the COB Option
terminates upon the earlier of (i) April 20, 2008, (ii) if Xxxx voluntarily
resigns as Chairman of the Board, on the date on which Xxxx ceases to be the
Chairman of the Board of Directors, or (iii) if the Company terminates Xxxx'x
position as Chairman of the Board, the date six months after such termination
(the latter of such dates is referred to herein as the "Termination Date"). The
COB Option shall expire and all vesting shall cease on the Termination Date;
provided, however, that Xxxx shall have the right to exercise the COB Option to
the extent vested within 90 days of the Termination Date. The COB Option shall
become exercisable on the following vesting schedule: 1/4th of the shares of
stock shall vest upon the close of business on April 20, 1999, and, thereafter,
the remaining stock shall vest at a rate of 1/36th per month for every month
after April 20, 1999. Vesting will occur on the 20th day of each month. The
exercise price of this option shall be equal to the fair market value of the
Company's Common Stock on April 20, 1998, which is deemed to be the closing
price on the American Stock Exchange as of the last trading day prior to April
20, 1998.
1.3 Services as Acting Chief Executive Officer. Effective as of the
date of this Agreement, Xxxx is hereby appointed as the acting Chief Executive
Officer of the Company. Xxxx shall not be entitled to any compensation for
Services as the acting Chief Executive Officer beyond that paid to Xxxx as
Chairman of the Board. Such services shall include, among other things,
assisting the Company in locating a Chief Executive Officer. Xxxx shall serve as
the Chief Executive Officer at the will of the Board of Directors and may be
removed at any time with or without cause at the sole discretion of the Board of
Directors and in accordance with the Bylaws of the Company.
2. Proprietary Information Agreement.
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CONFIDENTIAL
Xxxx is bound by a Proprietary Information Agreement entered into with
the Company applicable to Xxxx'x activities under this Agreement, and attached
hereto as Exhibit B.
3. Expense Reimbursement.
The Company will reimburse Xxxx for travel and other out-of-pocket costs
reasonably incurred by him in the course of performing services pursuant to this
Agreement; provided however, that the Company shall not be obligated hereunder
unless Xxxx provides the Company with appropriate receipts, including business
purpose, or other relevant documentation for all such costs as part of any
submission by Xxxx for reimbursement.
4. Affiliation with Genentech.
It is understood that Xxxx is presently affiliated with several other
companies in the field of biotechnology. Xxxx represents and warrants that the
performance of his duties under this Agreement will not conflict with Xxxx'x
responsibilities and obligations to such other companies and as such shall not
create any rights of such other companies in any contributions hereunder. Xxxx
has informed the Company that certain restrictions imposed on him by an existing
agreement between Xxxx and Genentech (the "Genentech Agreement") affect his
ability to be involved with a company developing products which are in direct
competition with certain of Genentech's products or to actively recruit
employees from Genentech. The Company agrees to not actively recruit or hire any
employees from Genentech prior to the earlier of July 31, 2000 or the
termination of this Agreement, unless Xxxx is first able to obtain release from
Genentech to take such action. The Company further agrees to permit Xxxx to
immediately terminate this Agreement to dissociate himself from the Company
where Xxxx'x affiliation with the Company could give rise to a conflict with
Xxxx'x obligations arising from any of Xxxx'x previous affiliations. Xxxx agrees
to indemnify, defend and hold harmless the Company and its officers, directors,
employees and agents from and against losses, damages, costs, claims, suits and
expenses, including the cost and expense of handling and defending such claims
and suits, that are attributable to the breach by Xxxx of his representations
and warranties set forth in this paragraph, provided that such losses, damages,
costs, claims, suits and expenses are not directly attributable to: a) the
Company actively recruiting or hiring any employees from Genentech prior to the
earlier of July 31, 2000 or the termination of this Agreement; or b) an action
the Company takes despite adequate advanced written notice from Xxxx that such
action will give rise to a conflict with Xxxx'x obligations under the Genentech
Agreement.
5. Term and Termination.
5.1 Term. This Agreement commences on April 20, 1998 with respect to
services by Xxxx pursuant to Section 1.2 and 1.3, and, unless terminated earlier
as provided herein, shall continue until February 13, 2008.
5.2 Termination. During the term of this Agreement, either party can
terminate this Agreement without cause upon the herein specified period of
notice. The Company may terminate the services of Xxxx under Section 1.2 and 1.3
at the will of the Company and without notice; provided that the Consultant
Option and COB Option shall continue to vest after such
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CONFIDENTIAL
date in accordance with Sections 1.2 and 1.3. Xxxx may terminate his services
under Sections 1.2 or 1.3 upon 30 days prior written notice to the Company.
6. Assignment.
The rights and liabilities of the parties hereto shall bind and inure to
the benefit of their respective successors, heirs, executors and administrators,
as the case may be; provided that, as the Company has specifically contracted
for Xxxx'x services, Xxxx may not assign or delegate Xxxx'x obligations under
this Agreement either in whole or in part without prior written consent of the
Company.
7. Governing Law; Severability.
This agreement shall be governed by the laws of the State of California.
If any provision of this Agreement is found by a court of competent jurisdiction
to be invalid or unenforceable, such provision shall be severed and the
remainder of this Agreement shall continue in full force and effect.
8. Complete Understanding; Modification
This agreement, and all other documents mentioned herein, constitute the
final, exclusive and complete understanding and agreement of the parties hereto
and supersede all prior understandings and agreements. This Agreement amends,
restates, supersedes and replaces the Prior Agreement. Any waiver, modification
or amendment of any provision of this Agreement shall be effective only if in
writing and signed by the parties hereto.
9. Notices.
Any notices required or permitted hereunder shall be given to the
appropriate party at the address specified below or at such other address as the
party shall specify in writing. Such notice shall be deemed given upon personal
delivery to the appropriate address or sent by certified or registered mail,
three days after the date of mailing.
10. Arbitration.
Any controversy or claim arising out of, or relating to, this Agreement
or the breach of this Agreement will be settled by arbitration by, and in
accordance with the applicable National Rules for the Resolution of Employment
Disputes of the American Arbitration Association and judgment upon the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction.
The arbitrator(s) will have the right to assess, against a party or among the
parties, as the arbitrator(s) deem reasonable, (a) administrative fees of the
American Arbitration Association, (b) compensation, if any, to the arbitrator(s)
and (c) attorneys' fees incurred by a party. Arbitration hearings will be held
in San Francisco, Contra Costa or Alameda County, California. The provisions of
California Code of Civil Procedure Section 1283.05 will apply to any
arbitration.
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CONFIDENTIAL
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
LXR Biotechnology Inc. SERVICE PROVIDER:
0000 Xxxxxx Xxx Xxxxx
Xxxxxxxx, XX 00000
By:_______________________________ __________________________________
Xxxxxx X. Xxxx G. Xxxx Xxxx
Chief Financial Officer
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LXR Biotechnology Inc.
PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
In consideration of my continued consulting and employment relationship
with LXR Biotechnology Inc. (the "Company"), and the compensation now and
hereafter paid to me, I hereby agree as follows:
1. Recognition of Company's Rights; Nondisclosure. At all times
during the term of my consulting and employment relationship and thereafter, I
will hold in strictest confidence and will not disclose, use, lecture upon or
publish any of the Company's Proprietary Information (defined below), except as
such disclosure, use or publication may be required in connection with my work
for the Company, or unless an officer of the Company expressly authorizes such
in writing. I hereby assign to the Company any rights I may have or acquire in
such Proprietary Information and recognize that all Proprietary Information
shall be the sole property of the Company and its assigns and the Company and
its assigns shall be the sole owner of all patent rights, copyrights, mask work
rights, trade secret rights and all other rights throughout the world
(collectively, "Proprietary Rights") in connection therewith.
The term "Proprietary Information" shall mean trade secrets,
confidential knowledge, data or any other proprietary information of the
Company. By way of illustration but not limitation, "Proprietary Information"
includes (a) inventions, compounds, test results, trade secrets, ideas,
processes, formulas, source and object codes, data, programs, other works of
authorship, cell lines, know-how, improvements, discoveries, developments,
designs and techniques (hereinafter collectively referred to as "Inventions");
and (b) information regarding plans for research, development, new products,
marketing and selling, business plans, budgets and unpublished financial
statements, licenses, prices and costs, suppliers and customers; and information
regarding the skills and compensation of other employees of the Company.
2. Third Party Information. I understand, in addition, that the
Company has received and in the future will receive from third parties
confidential or proprietary information ("Third Party Information") subject to a
duty on the Company's part to maintain the confidentiality of such information
and to use it only for certain limited purposes. During the term of my
consultation and employment and thereafter, I will hold Third Party Information
in the strictest confidence and will not disclose (to anyone other than Company
personnel who need to know such information in connection with their work for
the Company) or use, except in connection with my work for the
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Company, Third Party Information unless expressly authorized by an officer of
the Company in writing.
3. Assignment of Inventions.
3.1 Assignment. I hereby assign to the Company all my right,
title and interest in and to any and all Inventions (and all Proprietary Rights
with respect thereto) whether or not patentable or registrable under copyright
or similar statutes, made or conceived or reduced to practice or learned by me,
either alone or jointly with others, during the period and in the course of my
consultation and employment with the Company. Inventions assigned to or as
directed by the Company by this paragraph 3 are hereinafter referred to as
"Company Inventions." I recognize that this Agreement does not require
assignment of any invention which qualifies fully for protection under Section
2870 of the California Labor Code (hereinafter "Section 2870"), which provides
as follows:
(1) Any provision in an employment agreement which
provides that an employee shall assign, or offer to assign, any of his
or her rights in an invention to his or her employer shall not apply to
an invention that the employee developed entirely on his or her own time
without using the employer's equipment, supplies, facilities, or trade
secret information except for those inventions that either:
(A) Relate at the time of conception or
reduction to practice of the invention to the employer's business, or
actual or demonstrably anticipated research or development of the
employer.
(B) Result from any work performed by the
employee for the employer.
(2) To the extent a provision in an employment
agreement purports to require an employee to assign an invention
otherwise excluded from being required to be assigned under subdivision
(i), the provision is against the public policy of this state and is
unenforceable.
3.2 Government. I also assign to or as directed by the Company
all my right, title and interest in and to any and all Inventions, full title to
which is required to be in the United States by a contract between the Company
and the United States or any of its agencies.
3.3 Works for Hire. I acknowledge that all original works of
authorship which are made by me (solely or jointly with others) within the scope
of the
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consulting and employment relationship and which are protectable by copyright
are "works made for hire," as that term is defined in the United States
Copyright Act (17 U.S.C., Section 101).
4. Enforcement of Proprietary Rights. I will assist the Company in
every proper way to obtain and from time to time enforce United States and
foreign Proprietary Rights relating to Company Inventions in any and all
countries. To that end I will execute, verify and deliver such documents and
perform such other acts (including appearances as a witness) as the Company may
reasonably request for use in applying for, obtaining, perfecting, evidencing,
sustaining and enforcing such Proprietary Rights and the assignment thereof. In
addition, I will execute, verify and deliver assignments of such Proprietary
Rights to the Company or its designee. My obligation to assist the Company with
respect to Proprietary Rights relating to such Company Inventions in any and all
countries shall continue beyond the termination of my consultation and
employment, but the Company shall compensate me at a reasonable rate after my
termination for the time actually spent by me at the Company's request on such
assistance.
In the event the Company is unable for any reason, after reasonable
effort, to secure my signature on any document needed in connection with the
actions specified in the preceding paragraph, I hereby irrevocably designate and
appoint the Company and its duly authorized officers and agents as my agent and
attorney in fact, to act for and in my behalf to execute, verify and file any
such documents and to do all other lawfully permitted acts to further the
purposes of the preceding paragraph thereon with the same legal force and effect
as if executed by me. I hereby waive and quitclaim to the Company any and all
claims, of any nature whatsoever, which I now or may hereafter have for
infringement of any Proprietary Rights assigned hereunder to the Company.
5. Obligation to Keep Company Informed. During the period of my
consultation and employment with the Company, I will promptly disclose to the
Company fully and in writing and will hold in trust for the sole right and
benefit of the Company any and all Inventions. In addition, after termination of
my consultation and employment with the Company, I will disclose all patent
applications filed by me within a year after termination of the relationship. At
the time of each such disclosure, I will advise the Company in writing of any
Inventions that I believe fully qualify for protection under Section 2870; and I
will at that time provide to the Company in writing all evidence necessary to
substantiate that belief. I understand that the Company will keep in confidence
and will not disclose to third parties without my consent any proprietary
information disclosed in writing to the Company pursuant to this Agreement
relating to Inventions that qualify fully for protection under the provisions
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of Section 2870. I will preserve the confidentiality of any Invention that does
not fully qualify for protection under Section 2870.
6. Prior Inventions. Inventions, if any, patented or unpatented,
which I made prior to the commencement of my consultation or employment with the
Company are excluded from the scope of this Agreement. To preclude any possible
uncertainty, I have set forth on Exhibit A attached hereto a complete list of
all Inventions that I have, alone or jointly with others, conceived, developed
or reduced to practice or caused to be conceived, developed or reduced to
practice prior to the commencement of my consultation or employment with the
Company, that I consider to be my property or the property of third parties and
that I wish to have excluded from the scope of this Agreement. If disclosure of
any such Invention on Exhibit A would cause me to violate any prior
confidentiality agreement, I understand that I am not to list such Inventions in
Exhibit A but am to inform the Company that all such Inventions have not been
listed for that reason.
7. Additional Activities. I agree that during the period of my
consultation and employment with the Company I will not, without the Company's
express written consent, engage in any employment, consultation or business
activity other than for the Company in the field of (a) sterilization or
decontamination of human blood products, bodily materials or human
pharmaceuticals; or (b) vaccines; and for the period of my consultation and
employment with the Company and for one (l) year after the date of termination
of my consulting and employment relationship with the Company I will not (i)
induce any employee of the Company to leave the employ of the Company or (ii)
solicit the business of any client or customer of the Company (other than on
behalf of the Company).
8. No Improper Use of Materials. During my consultation and
employment with the Company, I will not improperly use or disclose any
confidential information or trade secrets, if any, of any former or current
employer or any other person to whom I have an obligation of confidentiality,
and I will not bring onto the premises of the Company any unpublished documents
or any property belonging to any former or current employer or any other person
to whom I have an obligation of confidentiality unless consented to in writing
by that former employer or person.
9. No Conflicting Obligation. I represent that my performance of all
the terms of this Agreement and as a consultant and employee of the Company does
not and will not breach any agreement to keep in confidence information acquired
by me in confidence or in trust prior to my consultation or employment with the
Company. I have not entered into, and I agree I will not enter into, any
agreement either written or oral in conflict herewith.
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10. Return of Company Documents. When my consultation and employment
is terminated with the Company, I will deliver to the Company any and all
drawings, notes, memoranda, specifications, devices, formulas, molecules, cells
and documents, together with all copies thereof, and any other material
containing or disclosing any Company Inventions, Third Party Information or
Proprietary Information of the Company. I further agree that any property
situated on the Company's premises and owned by the Company, including disks and
other storage media, filing cabinets or other work areas, is subject to
inspection by Company personnel at any time with or without notice. Prior to
leaving, I will cooperate with the Company in completing and signing the
Company's termination statement for technical and management personnel.
11. Legal and Equitable Remedies. Because my services are personal
and unique and because I may have access to and become acquainted with the
Proprietary Information of the Company, the Company shall have the right to
enforce this Agreement and any of its provisions by injunction, specific
performance or other equitable relief, without bond, without prejudice to any
other rights and remedies that the Company may have for a breach of this
Agreement.
12. Notices. Any notices required or permitted hereunder shall be
given to the appropriate party at the address specified below or at such other
address as the party shall specify in writing. Such notice shall be deemed given
upon personal delivery to the appropriate address or if sent by certified or
registered mail, three days after the date of mailing.
13. General Provisions.
13.1 Governing Law. This Agreement will be governed by and
construed according to the laws of the State of California.
13.2 Entire Agreement. This Agreement is the final, complete
and exclusive agreement of the parties with respect to the subject matter hereof
and supersedes and merges all prior discussions between us. No modification of
or amendment to this Agreement, nor any waiver of any rights under this
Agreement, will be effective unless in writing signed by the party to be
charged. Any subsequent change or changes in my duties, salary or compensation
will not affect the validity or scope of this Agreement. As used in this
Agreement, the period of my consultation includes any time during which I may be
retained by the Company as a consultant or as an employee.
13.3 Severability. If one or more of the provisions in this
Agreement are deemed unenforceable by law, then the remaining provisions will
continue in full force and effect.
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13.4 Successors and Assigns. This Agreement will be binding
upon my heirs, executors, administrators and other legal representatives and
will be for the benefit of the Company, its successors, and its assigns.
13.5 Survival. The provisions of this Agreement shall survive
the termination of my consultation and employment and the assignment of this
Agreement by the Company to any successor in interest or other assignee.
13.6 Waiver. No waiver by the Company of any breach of this
Agreement shall be a waiver of any preceding or succeeding breach. No waiver by
the Company of any right under this Agreement shall be construed as a waiver of
any other right. The Company shall not be required to give notice to enforce
strict adherence to all terms of this Agreement.
I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE
DURING MY CONSULTATION AND EMPLOYMENT, AND RESTRICTS MY RIGHT TO DISCLOSE OR USE
THE COMPANY'S CONFIDENTIAL INFORMATION DURING OR SUBSEQUENT TO MY CONSULTATION
AND EMPLOYMENT RELATIONSHIP WITH THE COMPANY.
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I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE
COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.
Dated: __________________ _______________________
Signature
G. Xxxx Xxxx
999 Mountain Home Road
Address: Xxxxxxxx, XX 00000
ACCEPTED AND AGREED TO:
LXR Biotechnology Inc.
By: ____________________________
Xxxxxx X. Xxxx
Chief Financial Officer
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EXHIBIT A
LXR Biotechnology Inc.
0000 Xxxxxx Xxx Xxxxx
Xxxxxxxx, XX 00000
Ladies/Gentlemen:
1. The following is a complete list of all inventions or improvements
relevant to the subject matter of my consultation and/or employment with LXR
Biotechnology Inc. (the "Company") that have been made or conceived or first
reduced to practice by me alone or jointly with others prior to my engagement by
the Company:
[ ] No inventions or improvements.
[ ] See below:
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[ ] Due to confidentiality agreements with prior or current
employers, I cannot disclose certain inventions that would
otherwise be included on the above-described list.
[ ] Additional sheets attached.
2. I propose to bring to my consulting and/or employment relationship
the following devices, materials and documents of a former or current employer
or other person to whom I have an obligation of confidentiality that are not
generally available to the public, which materials and documents may be used in
my consulting pursuant to the express written authorization of my former or
current employer or such other person (a copy of which is attached hereto):
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[ ] No material.
[ ] See below:
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[ ] Additional sheets attached.
Date:
Very truly yours,
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