SCHOLAR ROCK, LLC Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement In consideration and as a condition of my employment, continued employment by or other service relationship with Scholar Rock, LLC (along with its...
SCHOLAR ROCK, LLC Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement In consideration and as a condition of my employment, continued employment by or other service relationship with Scholar Rock, LLC (along with its parents, subsidiaries, affiliates, successors and assigns, the “Company”), I agree to the terms and conditions of this Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement (the “Agreement”). For purposes of this Agreement, references to the employment relationship shall mean any employment, co-employment, independent contractor or other service relationship, whether directly or through a third party, that I may have with the Company. 4. Commitment to Company; Avoidance of Conflict 1. Proprietary Information. Iagreethatall of Interest. While an employee of the Company, I will devote information, whether or not in writing, concerning the Company’s business, technology, business relationships or financial affairs which the Company has not released to the general public (collectively, “Proprietary Information”) is and will be the exclusive property of the Company. By way of illustration, Proprietary Information may include information or material which has not been made generally available to the public, such as: (a) corporate information, including plans, strategies, methods, policies, resolutions, negotiations or litigation; (b) marketing information, including strategies, methods, customer identities or other information about customers, prospect identities or other information about prospects, or market analyses or projections; (c) financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings, purchasing and sales data and price lists; and (d) operational and technological information, including plans, specifications, manuals, forms, templates, pre-clinical and clinical testing data and strategies, software, designs, methods, procedures, formulas, discoveries, inventions, improvements, concepts and ideas; and (e) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data, my full-time efforts to the Company’s business and I will not engage in any other business activity that conflicts with my duties to the Company. I will advise the president of the Company or his or her nominee at such time as any activity of either the Company or another business presents me with a conflict of interest or the appearance of a conflict of interest as an employee of the Company. I will take whatever action is requested of me by the Company to resolve any conflict or appearance of conflict which it finds to exist. 5. Developments. I will make full and prompt of all inventions, discoveries, disclosure to the Company designs, developments, methods, modifications, improvements, processes, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, and audio or visual works and other works of authorship (collectively “Developments”), whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by me (alone or jointly with others) or under my direction during the period of my employment. I acknowledge that all work performed by me is on a “work for hire” basis, and I hereby do assign and transfer and, to the extent any such assignment cannot be made at present, will assign and transfer, to the Company and its successors and assigns all my right, title and interest in all Developments that (a) relate to the business of the Company or any of the compensation structure,performance evaluations and terminationarrangementsordocuments. Proprietary Information also includes information received in confidence by the Company from its customers or suppliers or other third parties. products or services being researched, developed, manufactured or sold by the Company or which may be used with such products or services; or (b) result from tasks assigned to me by the Company; or (c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company (“Company-Related Developments”), and all related patents, patent 2. Rec o g nitio n o f Co mpa ny ’ s Rig hts . I will not, at any time, without the Company’s prior written permission, either during or after my employment, disclose any Proprietary Information to anyone outside of the Company, or use or permit to be used any Proprietary Information for any purpose other than the performance of my duties as an applications, trademarks and trademark applications, employee of the Company. I will cooperate with the copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”). Company and use my best efforts to prevent the unauthorized disclosure of all Proprietary Information. I will deliver to the Company all copies of Proprietary Information in my possession or control upon the earlier of a request by the Company or termination of my employment. To preclude any possible uncertainty, I have set forth on Exhibit A attached hereto a complete list of Developments that 3. Rights of Others. I understand that the Company is I have, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of my 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 (“Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require the Company to protect or refrain from use of proprietary information. I agree to be bound by the terms of such agreements in the event I have access to such proprietary information.
EXHIBIT A To: Scholar Rock, LLC Xxxx Xxxxxx From: 2/3/2016 Date: Prior Inventions SUBJECT: The follO\>ving is a complete list of all inventions or improvements relevant to the subject matter of my employment by 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 tl1e Company: No inventions or improvements X Sec below: Please see list of patents and patent applications below. Additional sheets attached The following is a list of all patents and patent applications in which T have been named as an inventor: None x Sec below: I am listed as an inventor in the Dyax Corp.patent "Evaluation and treatment of bradykinin-mediated disorders'In addition,I am listed in several pending applications,non-public at the time of this disclosure,that cover subject matter related to the above (i.e.,bradykinin/plasma kallikrein pathway). I ,JHCi4399790.1