EXHIBIT 10.4
EMPLOYMENT AGREEMENT
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1. Parties:
a) Bionx Implants, Inc., a corporation organized under the laws of
the State of Delaware, U.S.A. and a manufacturer and marketer of Self-
Reinforced, resorbable polymer implants used in a variety of
applications including orthopaedic surgery, urology, dentistry and
maxillo-facial surgery (the "Corporation").
b) Xxxxxxxxx Xxxxxx Xxxxxxx ("Xxxxxxx")
2. Purpose of the Agreement:
In order to maintain the high standard of product development of the
Corporation and its subsidiaries, and, further to support the
fulfillment of the Corporation's strategic objectives on a worldwide
basis, Xxxxxxx and Bionix have agreed to the following terms and
conditions of employment. This agreement supersedes all previous
agreements between the parties hereto and their affiliates or
subsidiaries.
3. Status of Xxxxxxx:
Xxxxxxx is appointed as Executive Vice President, Research and
Development of the Corporation, with full responsibilities for the
research and development staff and facilities of the Corporation.
Xxxxxxx will report in his capacity as Executive Vice President to the
President and Chief Executive Officer of the Corporation.
4. Term:
The initial term of this agreement will be five (5) years, terminating
on February 23, 2002. The parties may agree that after the initial
term, this agreement will automatically renew for one (1) year periods
until notice by either party. The notice period in this agreement
will be six (6) months.
5. Remuneration:
The remuneration of Xxxxxxx during the period of this agreement will
be the following:
Xxxxxxx will receive a base salary of FIM 45,000 per month, payable
twice monthly by the Corporation's Finish subsidiaries. Xxxxxxx and
the Corporation agree that Xxxxxxx'x base salary (which represents an
increase over the base salary previously payable to Xxxxxxx and a
reduction in the amount of time commitment required of Xxxxxxx) is
intended to provide Xxxxxxx with reasonable
compensation for Xxxxxxx'x assignment of all intellectual and
industrial property rights to all of the products Xxxxxxx develops,
creates or invents during the term of this agreement (subject only to
the exceptions set forth in Section 11 hereof).
Xxxxxxx will also eligible for cash bonuses, if and when awarded, when
granted by the Compensation Committee of the Board of Directors of
Bionix. Xxxxxxx will also be eligible to participate in the Bionix
1996 Stock Option/Stock Issuance Plan.
Bionix will also provide Xxxxxxx with a car, paid for by the
Corporation, and will reimburse Xxxxxxx for all reasonable travel and
entertainment costs required by the Corporation for the performance of
this duties.
6. Pension Benefits:
Xxxxxxx'x pension benefits shall be in accordance with the Finnish TEL
system.
7. Holiday Benefits:
Xxxxxxx is entitled to a four week summer holiday and a two-week
winter holiday. Xxxxxxx will decide the vacation periods and will
notify the President and CEO of his plans in advance.
8. Daily working time:
Xxxxxxx will have no defined daily work period. However, Xxxxxxx
agrees to use his best efforts and the substantial majority of his
time available to the Corporation to further the development of the
Corporation's products and to give all his support to the other
activities of Bionix. Xxxxxxx agrees not to devote more than 16 hours
per month during normal business hours to a business which (i) shall
be spun off from the Corporation and (ii) shall be engaged in the
development, manufacture or sale of polymer-based advanced drug
delivery systems.
9. Other employment:
The Corporation is aware of Xxxxxxx'x present activities at the
Tampere University and related duties and agrees that the conduct of
these duties may continue at their present levels.
10. Non-competition:
Xxxxxxx undertakes that during a period of 36 months after the
termination of this agreement he will not directly or indirectly have
an interest in or be engaged,
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concerned or involved in businesses or scientific activities competing
with the business activities of the Corporation or its subsidiaries.
The period noted above will not apply if Xxxxxxx'x employment is
terminated without cause by the Corporation.
11. Industrial property rights:
Xxxxxxx agrees that all patents, patent applications, know-how,
technical data and other industrial and intellectual property rights
relating to the Corporation's research and development activities in
which Xxxxxxx may have any interest whatsoever, regardless of the area
of application, have been irrevocably transferred by Xxxxxxx to, and
will continue to be the property of, the Corporation. All such
intellectual and industrial rights developed by or under the direction
of Xxxxxxx during the term of this agreement will also be transferred
to the Corporation by Xxxxxxx. The only exceptions to this
irrevocable transfer are the following agreements: (1) the agreement
between Xxxxxxx and TEKES covering the use of Ultrasound in Tableting
and, (2) the agreement between Xxxxxxx and Orion Pharma covering the
use of proprietary Polyorthoesters in drug delivery formulations
specific to molecular entities that are the proprietary property of
Orion.
12. Applicable law and disputes:
This Agreement is governed by Finnish law.
All disputes concerning the terms and interpretation of this Agreement
are to be resolved in accordance with the law on arbitration. The
sole arbitrator, if and when the parties cannot reach an agreement,
shall be determined by the Finnish Central Chamber of Commerce on
request of either of the parties.
This Agreement has been prepared in two identical copies, one to each
party.
Dated: 24 February 1997.
BIONX IMPLANTS, INC.
By:
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Xxxxx X. Xxxxxxxx, President
_________________________
Xxxxxx Xxxxxxx
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