Conditional upon completion of
the cash subscription, placing
and open offer to be made by
Huntingdon Life Sciences Group Plc
in August/September 1998
DATED 7th August 1998
HUNTINGDON LIFE SCIENCES
GROUP PLC
- and -
XXXXXX XXXXX
-------------------------------------
EXECUTIVE'S UNDERTAKING
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Xxxxxxx Xxxxxxx
0-00 Xxx Xxxxxx Xxxx
Xxxxxx
XX0X 0XX
Ref: DJSG/GXW/25407/3
Tel: 0000 000 0000
3\050898\\GXW|LZM2001.D
THIS AGREEMENT is made on 1998
BETWEEN:
(1) HUNTINGDON LIFE SCIENCES GROUP PLC whose registered office is at
Xxxxxxx Road, Alconbury, Huntingdon, Cambridgeshire, PE17 5HS (the
"Company"); and
(2) XXXXXX XXXXX of [
] (the "Executive")
which agreement is entered into in consideration (a) of the Company entering
into an agreement with Focused Healthcare Partnership (the "Consultancy
Agreement") today for the provision of consultancy services (the "Services") and
(b) of the payment to the Executive of one pound ((pound)1) receipt of which the
Executive hereby acknowledges.
IT IS AGREED as follows:-
1 DEFINITIONS AND INTERPRETATION
(1) In this agreement unless the context otherwise requires the following
expressions shall have the following meanings:
"Associated Company" means:
(a) a company which is not a
Subsidiary of the Company
but whose issued equity
share capital (as defined
in s744 of the Companies
Act 1985) is owned as to at
least 20% by the Company or
one of its Subsidiaries;
and
(b) a Subsidiary (as defined below);
"Board" means the board of directors of the Company
for the time being;
"Group" means the Company and its subsidiaries and
Associated Companies for the time being and
"Group Company" means any one of them;
"Intellectual Property" all inventions (whether
patentable or not) patents, utility
models, designs (both registered or
unregistered), copyright, database
right, trade and service marks (both
registered or unregistered) together
with all rights to the grant of and
applications for the same and
including all similar or analogous
rights throughout the world and all
future rights of such nature;
"Subsidiary" means a Subsidiary within the meaning of
Section 736 Companies Act 1985, as amended.
(2) Any reference to a statutory provision shall be deemed to include a
reference to any statutory modification or re-enactment
of it.
(3) The headings in this agreement are for convenience only and shall not
affect its construction or interpretation.
(4) References in this agreement to a person include a body corporate and
an incorporated association of persons and references to a company
include any body corporate.
(5) Where appropriate, references to the Executive include his personal
representatives.
2 CONFIDENTIALITY
2.1 The Executive is aware that in the course of providing the
Services he will have access to and be entrusted with
information in respect of the business financing, dealings,
transactions, research methods and processes, technical
know-how and affairs of the Company, the Group, and of clients
of the Company and of the Group, all of which information is
or may be confidential.
2.2 The Executive undertakes to the Company that throughout the
term of the Consultancy Agreement and after the termination of
the Consultancy Agreement the Executive shall treat all
information which may be created by him or which may be
received by him in the course of providing the Services in
confidence and shall not disclose such information to any
person or use such information other than for the purpose of
providing the Services PROVIDED THAT the above obligations
shall not apply to information which:-
2.2.1 comes into the public domain otherwise than
by the breach of the Executive's obligations
under this agreement; or
2.2.2 is disclosed to the Executive by a third
party who has not received it directly or
indirectly from the Company or any other
Group Company; or
2.2.3 must be disclosed by any applicable law, to
the extent of such required disclosure.
2.3 In respect of information received by the Executive in the
course of or for the purpose of performing services to third
parties, the Executive shall comply with the terms of all
undertakings given by the Company and/or any Group Company to
such third parties as if such undertaking were given by the
Executive. The Company shall give to the Executive a copy of
each such undertaking which shall be signed by the Company and
the Executive for the purpose of identification.
3 INTELLECTUAL PROPERTY
3.1 If the Executive makes or participates in making any invention
or any design (whether registerable or not) or any work in
which copyright or database right subsists, in the course of
providing the Services, and which relates to or is useful in
connection with the business of the Company, any Group Company
or an Associated Company, the Executive shall disclose such
invention, design or work to the Company immediately. In the
case of such an invention the Executive shall give the Company
full particulars of the invention together with all
information, data (in all forms and in all media) drawings and
models embodying or relating to the invention and in the case
of designs and copyright works, a copy of all such designs and
works.
3.2 All rights in Intellectual Property which may be created by
the Executive in the course of providing the Services shall be
the sole and exclusive property of the Company and the
Executive hereby assigns all such Intellectual Property to the
Company by way of present and future assignment with full
title guarantee.
3.3 To the extent permissible by law, the Executive waives any
moral rights which he may have in respect of works of which he
is an author if such works are created in the course of
providing the Services.
3.4 In the case of registerable rights the Executive shall if
requested by the Company execute all documents and do all
things which may be necessary or desirable for obtaining the
best possible registerable protection in territories specified
by the Company, and in respect of all Intellectual Property
the Executive shall execute all documents and do all such
things as may be necessary or desirable for perfecting
assignment of such Intellectual Property under clause 3.2
above.
3.5 The Executive hereby irrevocably appoints the Company to be
his attorney in his name to sign, execute any instrument or do
anything and generally to use his/her name for the purpose of
giving to the Company the full benefit of the provisions of
this clause and in favour of any third party a certificate in
writing signed by any director or the secretary of the Company
that any instrument or act falls within the authority
conferred by this clause shall be conclusive evidence that
such is the case.
4 OBLIGATIONS OF THE EXECUTIVE
4.1 During the continuance of the Consultancy Agreement the Executive
undertakes that he will:
4.1.1 not without the prior consent of the Company be
concerned or interested in any business which
competes or conflicts with the business of the
Company or any Group Company and in respect of which
the Services are being provided;
4.1.2 disclose to the Board any interest he has which
competes or conflicts or which might give rise to a
conflict of interest with the business of the Company
or any Group Company;
4.1.3 not participate in any discussion or decision of the
Board which relates to any matter in respect of which
the Executive has a competing or conflicting
interest;
4.1.4 at all times conduct himself in the best interest of
the Company and the Group, including but not limited
to bringing to the attention of the Board any
opportunity which comes to his attention and which he
recognises might assist in the further development of
the business of the Company and/or the Group.
5 POST-TERMINATION RESTRICTIONS
5.1 Definitions
In this clause:
5.1.1 "Termination Date" means the date on which the employment
terminates;
5.1.2 "Person" includes any company, firm, organisation or other
entity;
5.1.3 "Area" means any country in the world where on the Termination
Date the Company was supplying services;
5.1.4 "Business" means any business carried on by the Company or any
Group Company which relates to the provision of pre-clinical,
early clinical and/or non-clinical biological safety
evaluation services to the pharmaceutical and biotechnology,
agrochemical and other chemical industries;
5.1.5 "Client" means any Person to whom the Company or a Group
Company supplied during the 6 months preceding the Termination
Date and with whom at any time during such period the
Executive was actively involved in the course of his
engagement;
5.1.6 "Prospective Client" means any Person with whom the Company or
a Group Company had negotiations or discussions regarding the
possible supply of services during the 6 months immediately
preceding the Termination Date and with whom at any time
during such period the Executive was actively involved in the
course of his engagement.
5.2 The Executive covenants with the Company that it shall not at any time
during the continuance of the Consultancy Agreement or for a period of
6 months after the termination of it solicit or endeavour to solicit
whether directly or indirectly any senior employee of the Company or a
Group Company to leave and with whom at any time during the period of 6
months prior to such termination the Executive was actively involved
(whether in breach of the terms of their contract or not).
5.3 The Executive covenants with the Company that it shall not for a period
of six months from the Termination Date in the Area:
(a) canvass or solicit business for services similar to those
being provided by the Company or a Group Company as at the
Termination Date from any Client or Prospective Client;
(b) seek to do business or deal with any Client or Prospective
Client in respect of services similar to those being provided
by the Company or a Group Company as at the Termination Date;
or
(c) canvass or solicit business from any supplier of the Company
or a Group Company with whom the Executive was actively
involved during the 6 months ending on the Termination Date or
persuade such supplier to cease to supply, or to restrict or
vary the terms of supply to the Company or a Group Company or
otherwise interfere with the relationship between such a
supplier and the Company or a Group Company.
5.4 The Executive shall not for a period of 6 months from the termination
of this agreement directly or indirectly be interested or concerned in
any business which is carried on in the Area and which is competitive
or likely to be competitive with the Business being carried on at the
Termination Date and with which the Executive was actively involved
during the 6 month period ending on the Termination Date.
For this purpose, the Executive is concerned in a business if:
(a) he carries it on as principal or agent; or
(b) he is a partner, director, employee, secondee, consultant or
agent in, of or to any Person who carries on the business; or
(c) he has any direct or indirect financial interest (as
shareholder or otherwise) in any Person who carries on the
business.
6 WARRANTY
6.1 The Executive warrants to the Company that:
6.1.1 the provision of the Services shall not:-
6.1.1.1 infringe the Intellectual Property of any
third party;
6.1.1.2 involve the use of information in breach of
obligations owed to or rights held by any third
party;
6.1.2 the Company will not infringe the Intellectual
Property of any third party by exercising all of the
rights of the owner of the Intellectual Property
assigned by the Executive to the Company under this
agreement.
6.1.3 The Executive is not bound by any legally enforceable
obligations owed to persons other than the Company or
the Group which would prevent the Executive from
complying with the terms of this agreement.
6 SEVERABILITY
If any of the provisions of this agreement become invalid or
unenforceable for any reason by virtue of applicable law the remaining
provisions shall continue in full force and effect and the Company and
the Executive hereby undertake to use all reasonable endeavours to
replace any legally invalid or unenforceable provision with a provision
which will promise to the parties (as far as practicable) the same
commercial results as well intended or contemplated y the original
provision.
7 RETURN OF PROPERTY
7.1 The Executive shall deliver to the Company on request or on
termination of the Consultancy Agreement all drawings,
designs, plans, documents, paper models, materials, disks or
any other property (in whatever format) belonging to the
Company, the Group and/or parties contracting with the Company
and/or the Group which may be acquired, be in the possession
of, or be created by the Executive in the course of providing
the Services.
7.2 The Executive shall, immediately on termination of the
Consultancy Agreement, provide to the Company all details
required to be disclosed pursuant to clause 3 together with
all material in whatever form which describes or embodies the
concepts or designs which are so disclosed.
8 LAW
This agreement shall be construed in accordance with and governed by
English law.
SIGNED by XXXXXXXXXXX XXXXXX )
on behalf of HUNTINGDON LIFE )
SCIENCES GROUP PLC )
in the presence of:- )
SIGNED by XXXXXX XXXXX )
on behalf of FOCUSED )
HEALTHCARE PARTNERSHIP )
in the presence of:- )
SIGNED by XXXXXX XXXXX )
in the presence of:- )
