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EXHIBIT 10.23
SEPARATION AGREEMENT
SEPARATION AGREEMENT dated as of November 27, 2000, between Corixa
Corporation, a Delaware corporation (the "Company"), and Xxxx XxXxxx
("Executive").
RECITALS
A. Executive and the Company are parties to an Employment Agreement
dated September 30, 1994 (the "Employment Agreement").
B. Executive wishes to resign, and the Company agrees to accept
such resignation, subject to the terms and conditions set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained in this Agreement, the receipt and sufficiency of which
are hereby acknowledged, Executive and the Company hereby agree as follows.
ARTICLE I
TERMINATION OF EMPLOYMENT
1.01 TERMINATION
(a) NO CONTINUING OBLIGATIONS. After executing this
Agreement, the Company and Executive will work together to set a schedule to (i)
announce Executive's resignation and (ii) determine Executive's departure date,
provided however that such departure date shall be no later than December 31,
2000 (the "Initial Departure Date"). Except as provided in this Agreement, as of
such date the Company shall have no further obligations to Executive and
Executive shall have no further obligations to the Company pursuant to the
Employment Agreement.
(b) RETURN OF PROPERTY. Prior to the Initial Departure Date,
Executive shall deliver to the Company his building card, keys and any other
Company property in his possession. The Company property that Executive shall
return includes, without limitation, all credit cards, files, memoranda,
records, customer lists, sales information, and any other documents or physical
property that he received from the Company or its employees or generated himself
in the course of his employment with the Company and which relate to the
Company's business. Notwithstanding the foregoing, Executive shall have the
right to purchase from the Company the laptop computer that he currently uses in
his work for the Company at the depreciated value of the computer on the Initial
Departure Date.
1.02 WORK SCHEDULE
Executive will work with the Chief Executive Officer of the Company to
develop a work schedule for Executive from the effective date of this Agreement
through the Initial Departure Date.
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ARTICLE II
CONTINUING OBLIGATIONS
2.01 BOARD OF DIRECTORS
(a) Executive will remain on the Company's Board of
Directors until the next Annual Meeting of Stockholders to be held in 2001 (the
"2001 Annual Meeting"). If nominated and re-elected to the Board at the 2001
Annual Meeting, Executive will be granted the standard director's option package
pursuant to the Company's 1997 Director's Stock Option Plan (the "Director's
Plan"), which currently consists of an initial award of 15,000 options to
purchase Company common stock (vesting monthly over a 36 month period, at an
option price set on the date of grant) and an annual award of 5,000 options to
purchase Company common stock (vesting monthly over a 12 month period, such
award made at each annual meeting, at an option price set on the date of grant)
and will receive the following additional compensation: a $2500 calendar quarter
retainer, a $1000 Board meeting attendance fee, a $500 committee (in person or
telephonic) meeting attendance fee, and a $500 telephonic Board meeting
attendance fee.
(b) In the event Executive is not nominated, or, if
nominated, not re-elected to the Board at the 2001 Annual Meeting, then
Executive and the Company shall discuss entering into, at the sole discretion of
the Company's CEO, based on the CEO's commercially reasonable consideration and
review of such, a consulting agreement whereby Executive will provide consulting
services to the Company during the period beginning with Executive's departure
from the Board and terminating December 31, 2002 and receive as payment in full
therefore the continued vesting of Executive's options as described in Section
2.02(a).
2.02 EMPLOYEE BENEFITS
(a) PRIOR OPTION GRANTS. The Company has granted Executive
options under the Company's 1994 Amended and Restated Stock Option Plan (the
"Plan") as set forth in the attached Exhibit A. Except as modified by this
Agreement, all options granted to Executive under the Plan shall continue to be
governed by the terms of the Plan and the related option letter agreements, and
the Company shall be under no obligation to issue any shares of stock upon the
exercise of any such options unless Executive fully cooperates with the Company
in the discharge of the Company's tax withholding obligations related to such
exercise and otherwise complies with the terms of the Plan and such option
letter agreements. Until Executive ceases to be a director of or consultant to
the Company (the "Final Departure Date"), Executive shall be treated as an
employee for purposes of the Plan, and all options issued pursuant to the Plan
shall continue to vest as set forth in the option letters granting such options
to Executive, except those options granted under the Director's Plan pursuant to
Section 2.01 above.
(b) MAINTAIN OFFICE. Executive shall have use of his office
at the Company's headquarters through December 31, 2000.
(c) ACCRUED VACATION AND SABBATICAL TIME. Subject to the
provisions of Section 1.02 hereof, once Executive and the Company set the work
schedule for Executive, Executive will use all accrued but unpaid vacation and
sabbatical time until the Initial Departure
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Date. After the Initial Departure Date, all accrued but unpaid vacation and
sabbatical time, as well as accrued but unpaid year-end bonuses, will be paid to
Executive no later than January 31, 2001.
(d) HEALTH BENEFITS. The Company will pay Executive's health
benefits through December 31, 2000. Thereafter, Executive and his family, at
their own expense, may elect to pay for continuation coverage under COBRA.
2.03 NON-COMPETITION, CONFIDENTIALITY AND NON-SOLICITATION OF
EMPLOYEES
(a) PROPRIETARY INFORMATION AGREEMENT. Executive expressly
reaffirms the existence and validity of the Proprietary Information and
Inventions Agreement that he signed on December 22, 1994, as amended on July 19,
1996 (the "Proprietary Information Agreement'), a copy of which is attached as
Exhibit B to this Agreement. The provisions of Exhibit B shall remain in full
force and effect, according to their terms, as modified by this Agreement. For
the purposes of the Proprietary Information Agreement, Executive's term of
employment shall continue to run until the Final Departure Date and "Field"
shall mean research, development, marketing or manufacturing of diagnostics or
prophylactic or immunotherapeutic products for any cancer or autoimmune or
infectious disease, or any ex vivo application of any of the foregoing.
(b) SOLICITATION OF EMPLOYEES, CONSULTANTS AND OTHER
PARTIES. Until the Final Departure Date and for a period of twenty-four (24)
months immediately following thereafter, Executive will not either directly or
indirectly participate through an intermediary in soliciting, inducing,
recruiting or encouraging any of the Company's employees or consultants to
terminate their relationship with the Company, or interfere in any manner with
the relationship with the Company of such employees or consultants, or attempt
to solicit, induce, recruit, encourage or interfere in any manner with the
relationship with the Company of such employees or consultants of the Company,
either for the benefit of Executive or for any other person or entity. Further,
until the Final Departure Date and for a period of twenty-four (24) months
immediately following thereafter, Executive will not solicit any licensor to or
customer of the Company or licensee of the Company's products, in each case,
that are known to Executive, with respect to any business, products or services
that are directly competitive to the products or services offered by the Company
or under development by the Company as of the Final Departure Date.
(c) NON-COMPETITION; NON-DISPARAGEMENT. Until the Final
Departure Date and for a period of twenty-four (24) months thereafter, Executive
shall comply with all non-competition, confidentiality and other restrictive
covenants under the Proprietary Information Agreement and shall refrain from
engaging in any activity that may be detrimental to the Company, including
making or repeating any comment to the press or any other third party regarding
the Company that may harm the Company's business interests or reputation,
provided, however, Executive may give truthful testimony under subpoena.
(d) TERMINATION OF STOCK OPTIONS AND OTHER BENEFITS. If
Executive breaches any obligation under this Section 2.03, then all options
granted to Executive under the Plan or the Director's Plan that are unvested at
the time of such breach shall immediately terminate and Executive shall not be
entitled to receive any further consideration under this Agreement.
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2.4 GENERAL RELEASE OF CLAIMS
(a) RELEASE. Executive hereby fully releases and discharges
the Company (including its officers, directors, stockholders, managers,
employees, agents and representatives, and all of their respective marital
communities) from any and all claims, including, but not limited to, any and all
debts, obligations, promises, actions or claims, of any kind and nature, in law
or equity, that he may now have, or ever had or hereafter can, shall or may
have, against the Company that relate in any way to the Executive's employment
with the Company, or to the commencement or the termination of that employment
relationship. It is understood that this release further includes, but is not
limited to, any claims for additional wages, bonuses, employment benefits, stock
options, equity interests or damages of any kind whatsoever, arising out of any
agreement or understanding related to Executive's employment, whether express or
implied; any covenant of good faith and fair dealing, express or implied; any
theory of wrongful discharge; any legal restriction on the Company's right to
terminate employees; or any federal, state or other governmental statute or
ordinance, including, without limitation, (as amended), Title VII of the Civil
Rights Act of 1964, the Age Discrimination in Employment Act, the Washington Law
Against Discrimination, and any other legal limitation on the employment
relationship. Executive represents that he has not filed any complaints, charges
or lawsuits against the Company with any governmental agency, court or
arbitration tribunal, and Executive agrees that he will not initiate, assist or
encourage any such actions for the purpose of obtaining personal relief or
recovery.
(b) SUBSEQUENT EVENTS. This release shall not waive or
release claims, where the events in dispute first arise after execution of this
Agreement nor shall it preclude Executive from filing a lawsuit for the
exclusive purpose of enforcing his rights under this Agreement.
ARTICLE III
MISCELLANEOUS
3.01 SEVERABILITY
The provisions of this Agreement are severable, and if any part of this
Agreement is found to be unlawful or unenforceable, the other provisions of this
Agreement shall remain fully valid and enforceable to the maximum extent
consistent with applicable law.
3.02 KNOWING AND VOLUNTARY AGREEMENT
Executive represents that he has read this Agreement, understands its
terms and the fact that it releases any claim he might have against the Company
or its agents, and understands that he has the right to consult counsel of his
own choosing, and has either done so or has knowingly waived his right to do so.
Executive further represents that he enters into this Agreement freely and
voluntarily, without duress or coercion of any kind.
3.03 NO OBLIGATION
The parties agree that certain of the Company's undertakings herein are
not required by the Company's policies or procedures or any contractual
obligation, and are offered by the Company solely as consideration for this
Agreement.
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3.04 ENTIRE AGREEMENT
This Agreement sets forth the entire understanding between Executive and
the Company and, except for the Proprietary Information Agreement, as modified
by this Agreement, supersedes any prior agreements or understandings, express or
implied, pertaining to the terms of his employment with the Company, or to the
commencement or the termination of that employment relationship. Executive
acknowledges that, in executing this Agreement, he does not rely upon any
representation or statement by any representative of the Company concerning the
subject matter of this Agreement except as expressly set forth in the text of
this Agreement.
3.05 APPLICABLE LAW
This Agreement, and all obligations and duties under this Agreement
shall be governed by and interpreted according to the laws of the state of
Washington, without regard to their conflict of laws provisions.
3.06 HEIRS, SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon, and shall inure to the benefit of,
the heirs, successors, and assigns of each of the parties hereof.
3.07 INJUNCTIVE RELIEF
The Company shall have an action to enjoin any violation by Executive of
the terms of Sections 2.03 and 2.04 above. Should the Company prevail in such an
action for injunctive relief, it shall be entitled to its costs and expenses
(including reasonable attorney's fees) for the action.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
first date written above.
CORIXA CORPORATION EXECUTIVE: XXXX XXXXXX
By: Xxxxxx Xxxxxx /s/ Xxxx XxXxxx
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Its: Chairman and Chief Xxxx XxXxxx
Executive Officer
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EXHIBIT A
SCHEDULE OF STOCK OPTIONS
CORIXA CORPORATION
PERSONNEL OPTION STATUS ID: 00-0000000 Page 1
0000 Xxxxxxxx Xxxxxx File: Optstmt
Suite 200 Date: 11/27/00
Xxxxxxx, XX 00000 Time: 2:25:29 PM
AS OF 12/31/00
XXXX XXXXXX ID: 06934
0000 XX 00XX XXXXXX
XXXXXX XXXXXX, XX XXX 00000
OPTION
NUMBER DATE PLAN TYPE GRANTED PRICE EXERCISED VESTED CANCELLED UNVESTED OUTSTANDING EXERCISABLE
00000031 10/17/1994 94 ISO 90,909 $0.330000 0 90,909 0 0 90,909 90,909
00000080 12/15/1995 94 ISO 30,303 $0.330000 0 30,303 0 0 30,303 30,303
00000146 2/27/1997 94 ISO 17,171 $0.990000 0 16,813 0 358 17,171 16,813
00000250 1/16/1998 94 ISO 12,750 $9.500000 0 9,297 0 3,453 12,750 9,297
00000527 1/29/1999 94 ISO 31,378 $8.687500 0 10,609 0 20,769 31,378 10,609
00000528 1/29/1999 94 NQ 52,122 $8.687500 0 29,401 0 22,721 52,122 29,401
00001007 12/31/1999 94 ISO 4,062 $17.000000 0 0 0 4,062 4,062 0
00001008 12/31/1999 94 NQ 10,938 $17.000000 0 3,438 0 7,500 10,938 3,438
----------- -------- -------- ----------- ----------
249,633 0 190,770 0 58,863 249,633 190,770
=========== ======== ======== =========== ==========
INFORMATION CURRENTLY ON FILE
TAX RATE % BROKER REGISTRATION ALTERNATE ADDRESS
Federal 28.00
Social Security 6.20
Medicare 1.45
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EXHIBIT B
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
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PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
CORIXA CORPORATION
The following confirms an agreement between me and Corixa
Corporation, a Delaware corporation (the "Company," which term includes the
Company's subsidiaries), which is a material part of the consideration for my
employment or consultancy (as the case may be) by the Company
1. I recognize that the Company is engaged in a continuous
program of research, development and production. I also recognize that the
Company possesses or has rights to information (including certain information
developed by me during my employment or consultancy (as the case may be) by the
Company) which has commercial value in the Company's business ("Proprietary
Information"). Proprietary Information includes, but is not limited to,
inventions (patentable or otherwise), trade secrets, copyrights, product ideas,
techniques, processes, formulas, cell lines, strands, improvements, data and
know-how, and/or any other information of any type relating to documentation,
recorded data, schematics, algorithms, flow charts, works of authorship,
mechanisms, research, manufacture, improvements, assembly, installation,
marketing, forecasts, pricing, customers, the salaries, duties, qualifications,
performance levels and terms of compensation of other employees, and/or cost or
other financial data concerning any of the foregoing or the Company and its
operations generally.
2. I understand that the Company possesses "Company Documents"
which are important to its business. For purposes of this Agreement, "Company
Documents" are documents or other media that contain Proprietary Information or
any other information concerning the business, operations or plans of the
Company, whether such documents have been prepared by me or by others. "Company
Documents" include, but are not limited to, blueprints, drawings. photographs,
charts, graphs, notebooks, customer lists, computer disks, tapes or printouts,
sound recordings and other printed, typewritten or handwritten documents.
3. I understand and agree that my employment or consultancy
(as the case may be) creates a relationship of confidence and trust between me
and the Company with respect to (I) all Proprietary Information, and (ii) the
confidential information of another person or entity with which the Company has
a business relationship and is required by terms of an agreement with such
entity or person to hold such information as confidential. At all times, both
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during my employment or consultancy (as the case may be) by the Company and
after its termination, I will keep in confidence and trust all such information,
and I will not use or disclose any such information without the written consent
of the Company, except as may be necessary in the ordinary course of performing
my duties to the Company.
4. In addition, I hereby agree as follows:
(a) 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 trade secrets, patents. copyrights and other rights in connection
therewith. I hereby assign to the Company any rights I may presently have or I
may acquire in such Proprietary Information.
(b) All Company Documents, apparatus, equipment and other
physical property, whether or not pertaining to Proprietary Information,
furnished to me by the Company or produced by me or others in connection with my
employment or consultancy (as the case may be) shall be and remain the sole
property of the Company. I shall return to the Company all such Company
Documents, materials and property as and when requested by the Company,
excepting only (i) my personal copies of records relating to my compensation;
(ii) my personal copies of any materials previously distributed generally to
stockholders of the Company; and (iii) my copy of this Agreement (my "Personal
Documents"). Even if the Company does not so request, I shall return all such
Company Documents, materials and property upon termination of my employment or
consultancy (as the case may be) by me or by the Company for any reason, and,
except for my Personal Documents, I will not take with me any such Company
Documents, material or property or any reproduction thereof upon such
termination.
(c) I will promptly disclose to the Company, or any persons
designated by it, all improvements, inventions, works of authorship, formulas,
ideas, processes, techniques, know-how and data, whether or not patentable,
relating to the Field, as defined below (collectively, "Inventions"), made or
conceived, reduced to practice or learned by me, either alone or jointly with
others, prior to the term of my employment or consultancy (as the case may be)
and for one (1) year thereafter. For purposes of this Agreement, "Field" means
research, development, marketing and manufacturing of prophylactic, therapeutic
and diagnostic vaccines for cancer and infectious disease as well as ex vivo
applications of such vaccines to patient therapy.
(d) All Inventions which I conceive, develop or have
developed (in whole or in part, either alone or jointly with others) and (i) in
connection therewith, use or have used equipment, supplies, facilities or trade
secret information of the Company, or (ii) in connection therewith, use or have
used the hours for which I am to be or was compensated by the Company, or (iii)
which relate at the time of conception or reduction to practice thereof to the
business of the Company or to its actual or demonstrably anticipated research
and development, or (iv) which result from any work performed by me for the
Company, shall be the sole property of the
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Company and its assigns to the maximum extent permitted by Chapter 49.44 of the
Revised Code of Washington (and to the fullest extent permitted by law shall be
deemed "works made for hire"), and the Company and its assigns shall be the sole
owner of all patents. copyrights and other rights in connection therewith. I
hereby assign to the Company any rights I may have or acquire in such
Inventions. I agree that any Invention required to be disclosed under paragraph
(c) above within one (1) year after the term of my employment or consultancy (as
the case may be) shall be presumed to have been conceived during my employment
or consultancy (as the case may be). I understand that I may overcome the
presumption by showing that such Invention was conceived after the termination
of my employment or consultancy (as the case may be).
(e) With respect to Inventions described in paragraph (d) above,
I will assist the Company in every proper way (but at the Company's expense) to
obtain and from time to time enforce patents, copyrights or other rights on said
Inventions in any and all countries, and will execute all documents reasonably
necessary or appropriate for this purpose. This obligation shall survive the
termination of my employment or consultancy (as the case may be), but the
Company shall compensate me at a reasonable rate after such termination for time
actually spent by me at the Company's request and such assistance. In the event
that the Company is unable for any reason whatsoever to secure my signature to
any document reasonably necessary or appropriate for any of the foregoing
purposes, (including renewals, extensions, continuations, divisions or
continuations in part), I hereby irrevocably designate and appoint the Company
and its duly authorized officers and agents as my agents and attorneys-in-fact
to act for and in my behalf and instead of me, but only for the purpose of
executing and filing any such document and doing all other lawfully permitted
acts to accomplish the foregoing purposes with the same legal force and effect
as if executed by me.
(1) So that the Company may be aware of the extent of any other
demands upon my time and attention, I will disclose to the Company (such
disclosure to be held in confidence by the Company) the nature and scope
of any other business activity in which I am or become engaged during
the term of my employment or consultancy (as the case may be). During
the term of my employment or consultancy (as the case may be), I will
not engage in any other business activity which is related to the
Company's business or its actual or demonstrably anticipated research
and development.
5. As a matter of record I attach hereto as Exhibit A a complete
list of all inventions or improvements relevant to the Field which have been
made or conceived or first reduced to practice by me, alone or jointly with
others, prior to my employment or consultancy (as the case may be) with the
Company that I desire to remove from the operation of this Agreement, and I
covenant that such list is complete. If no such list is attached to this
Agreement, I represent that I have no such inventions and improvements at the
time of signing this Agreement.
I represent that my execution of this Agreement, my employment
or consultancy (as the case may be) with the Company and my performance
of my proposed duties
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to the Company in the development of its business will not violate any
obligations I may have to any former employer, or other person or entity,
including any obligations to keep confidential any proprietary or confidential
information of any such employer. I have not entered into, and I will not enter
into, any agreement which conflicts with or would, if performed by me, cause me
to breach this Agreement
7. In the course of performing my duties to the Company, I will
not utilize any proprietary or confidential information of any former employer.
8. I agree that this Agreement does not constitute an employment
or consultancy (as the case may be) agreement for a specific duration and that,
unless otherwise provided in a written contract signed by both the Company
President or its Chief Operating Officer and me, (i) my employment or
consultancy (as the case may be) with the Company is "at will" and (ii) I shall
have the right to resign my employment or consultancy (as the case may be), and
the Company shall have the right to terminate my employment or consultancy (as
the case may be), at any time and for any reason, with or without cause.
9. I agree that my obligations under paragraphs 3 and 4(a)
through 4(fl of this Agreement shall continue in effect after termination of my
employment, regardless of the reason or reasons for termination, and whether
such termination is voluntary or involuntary on my part, and that the Company is
entitled to communicate my obligations under this Agreement to any future
employer or potential employer of mine.
10. I agree that any dispute in the meaning, effect or validity
of this Agreement shall be resolved in accordance with the laws of the State of
Washington without regard to the conflict of laws provisions thereof I further
agree that if one or more provisions of this Agreement are held to be
unenforceable under applicable Washington law, such provision(s) shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
11. This Agreement shall be effective as of the first day of my
employment or consultancy (as the case may be) by the Company, shall be binding
upon me, my heirs, executors, assigns and administrators and shall inure to the
benefit of the Company, its successors and assigns.
12. This Agreement can only be modified by a subsequent written
agreement executed by the President or Chief Operating Officer of the Company.
Dated: 1994.
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By:
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Accepted and Agreed to:
CORIXA CORPORATION
By:
---------------------------------
Title
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EXHIBIT A
Corixa Corporation
0000 Xxxxxxxx Xxxxxx. Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
1. The following is a complete list of all inventions or
improvements relevant to the subject matter of my employment or consultancy (as
the case may be) by Corixa Corporation (the tCompanyt) that have been made or
conceived or first reduced to practice by me. alone or jointly with others,
prior to my employment or consultancy (as the case may be) by the Company that I
desire to remove from the operation of the Proprietary Information and
Inventions Agreement entered into between the Company and me.
No inventions or improvements.
Any and all inventions regarding:
Additional sheets attached.
2. I propose to bring to my employment or consultancy (as the
case may be) the following materials and documents of a former employer:
No materials or documents.
See below:
By:
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AMENDMENT TO
ARTICLE I. PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
CORIXA CORPORATION
The following amends Section 4(d) of the Proprietary Information and
Inventions Agreement between me and Corixa Corporation, a Delaware corporation
(the "Company," which term includes the Company's subsidiaries), which
Agreement, as amended, is a material part of the consideration for my employment
or consultancy (as the case may be) by the Company.
1. I agree that Section 4(d) of the Agreement is hereby replaced with
the following:
All Inventions which I conceive, develop or have developed (in whole or
in part, either alone orjointly with others) and (i) in connection therewith,
use or have used equipment, supplies, facilities or trade secret information of
the Company, or (ii) in connection therewith, use or have used the hours for
which I am to be or was compensated by the Company, or (iii) which relate at the
time of conception or reduction to practice thereof to the business of the
Company or to its actual or demonstrably anticipated research and development,
or (iv) which result from any work performed by me for the Company, shall be the
sole property of the Company and its assigns to the maximum extent permitted by
Chapter 49.44 of the Revised Code of Washington (and to the fullest extent
permitted by law shall be deemed "works made for hire"), and the Company and its
assigns shall be the sole owner of all patents, copyrights and other rights in
connection therewith. I hereby assign to the Company any rights I may have or
acquire in such Inventions. I agree that any Invention required to be disclosed
under paragraph (c) above within one (1) year after the term of my employment or
consultancy (as the case may be) shall be presumed to have been conceived during
my employment or consultancy (as the case may be). I understand that I may
overcome the presumption by showing that such Invention was conceived after the
termination of my employment or consultancy (as the case may be).
NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140: ANY ASSIGNMENT
OF INVENTIONS REQUIRED BY THIS AGREEMENT DOES NOT APPLY TO AN INVENTION FOR
WHICH NO EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET INFORMATION OF THE
COMPANY WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON THE EMPLOYEE'S OWN TIME,
UNLESS (a) THE INVENTION RELATES (i) DIRECTLY TO THE BUSINESS OF THE COMPANY OR
(ii) TO THE COMPANY'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR
DEVELOPMENT, OR (b) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY THE
EMPLOYEE FOR THE COMPANY.
2. I agree that any dispute in the meaning, effect or validity of this
Amendment shall be resolved m accordance with the laws of the State of
Washington without regard to the conflict of laws provisions thereof. This
Amendment shall be effective as of the first day of my employment or consultancy
(as the case may be) by the Company, shall be binding upon me, my heirs,
executors, assigns and administrators and shall inure to the benefit of the
Company, its successors and assigns. This Amendment can only be modified by a
subsequent written agreement executed by the President or Chief Operating
Officer of the Company.
DATE: , 1996.
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ACCEPTED AND AGREED TO:
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CORIXA CORPORATION
BY:
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TITLE:
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