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 the Corporation 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, commencing
as of January 1, 1997 and terminating on December 31, 2001. 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:
Tormala will receive a base salary of FIM 45,000 per month, payable
twice monthly by the Corporation's Finnish subsidiaries. Tormala 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 be eligible for cash bonuses, if and when awarded,
when granted by the Compensation Committee of the Board of Directors
of the Corporation. Xxxxxxx will also be eligible to participate in
the Corporation's 1996 Stock Option/Stock Issuance Plan.
The Corporation 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.
Xxxxxxx and the Corporation agree that effective as of January 1,
1997, the Corporation will no longer pay Xxxxxxx a royalty under (i)
the License Agreement, dated December 14, 1988, among Xxxxxxx, Xxxxxx
Tamminmaki, Menefix I/S and a Finnish subsidiary of the Corporation,
(ii) the License, Manufacturing and Distribution Agreement, dated
September 28, 1989, among Tormala, a Finnish subsidiary of the
Corporation and other Danish and Finnish inventors and (iii) any other
agreement entered into between Tormala and the Corporation or the
Corporation's Finnish subsidiaries.
6. Pension Benefits:
Xxxxxxx'x pension benefits shall be in accordance with the Finnish TEL
system.
7. Holiday Benefits:
Tormala 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 the Corporation. 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.
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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, 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 are also hereby
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.
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Dated: As of January 1, 1997.
BIONX IMPLANTS, INC.
By:
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
/s/ Xxxxxx Xxxxxxx
_________________________
Xxxxxx Xxxxxxx
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