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EXHIBIT 10.33
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of March
14, 1996, by and between CombiChem, Inc., a California corporation ("Employer"),
and Xxxxxxx Xxxxx, Xx. ("Employee").
NOW, THEREFORE, the parties agree as follows:
1. Employment. Employer hereby engages Employee, and Employee hereby
accepts such engagement, upon the terms and conditions set forth herein.
2. Duties. During the term of this Agreement, Employee shall be
employed as the Employer's President and Chief Executive Officer. Employee shall
faithfully and diligently perform the duties customarily performed by persons in
the position or positions for which Employee is engaged together with such other
reasonable and appropriate duties as Employer shall designate from time to time.
Employee shall devote Employee's full business time and effort to the rendition
of such services and to the performance of such duties. As a full-time employee
of Employer, Employee shall not be entitled to provide consulting services or
other business or scientific services to any other party, without prior written
consent of Employer's Board of Directors (the "Board"). Employee shall be
elected to the Board prior to its next regularly scheduled meeting following the
date of this Agreement.
3. Compensation.
3.1 Base Salary. During the term of this Agreement, as
compensation for the proper and satisfactory performance of all duties to be
performed by Employee hereunder, Employer shall pay to Employee a salary at the
annual rate of Two Hundred Sixty Thousand Dollars ($260,000.00), payable in
accordance with Employee's standard payroll practices, less required deductions
for state and federal withholding tax, Social Security and all other employee
taxes and payroll deductions. Employee's base salary shall be reviewed annually
by the Board and may be increased or decreased in the sole discretion of the
Board.
3.2 Performance Bonuses. At the beginning of each fiscal year of
Employer, Employer and Employee shall reach mutually agreed upon financing and
business objectives for Employer for its upcoming fiscal year which shall be set
forth in writing and approved by the Board. At the end of each such fiscal year,
the Board shall determine, in its reasonable discretion, the size and amount of
Employee's performance bonus, if any, up to a maximum of twenty-five percent
(25%) of Employee's base salary during the prior fiscal year (the "Annual
Performance Bonus"). The Annual Performance Bonus shall be paid to Employee
within sixty (60) days following
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Employer's fiscal year end. The first Annual Performance Bonus shall be (i) no
greater than an amount equal to the amount of the maximum Annual Performance
Bonus Employee is entitled to receive multiplied by the quotient of (x) the
number of calendar days during Employer's 1996 fiscal year on which Employee is
an employee of Employer divided by (y) three hundred sixty-five (365); (ii)
based on Employer's 1996 fiscal year achievements; and (iii) paid to Employee by
March 1, 1997.
4. Term of Employment.
4.1 Period of Employment. The Employee's period of employment by
Employer pursuant to this Agreement shall commence on March 25, 1996
("Commencement Date") and end upon the date the employment relationship is
terminated pursuant to Sections 4.2 or 4.3 hereunder (the "Period of
Employment").
4.2 Termination at Will. Although Employer and Employee anticipate
a long and mutually rewarding employment relationship, either party may
terminate this Agreement, without cause, upon fourteen (14) days prior written
notice delivered to the other party. It is expressly understood and agreed that
the employment relationship is "at will," without any agreement for employment
for any specified term, and without any agreement for employment for so long as
Employee performs satisfactorily.
4.3 Termination for Cause. Employer may immediately terminate this
employment relationship "for cause" upon written notice to Employee. For
purposes of this Agreement, "for cause" shall be limited to the following; (i)
Employee's willful misconduct concerning any material responsibility reasonably
assigned to Employee; (ii) without obtaining the prior consent of the Board,
Employee's active and intentional performance of services for any other
corporation or person which competes with Employer or its subsidiaries while
Employee is employed by Employer or its subsidiaries; (iii) the Board reasonably
determines that Employee has stolen or embezzled either funds or property of
Employer; (iv) Employee's conviction by a court of competent jurisdiction of a
felony (other than a traffic or moving violation) involving moral turpitude or
dishonesty; (v) Employee's intentional or grossly negligent conduct or violation
of law which results in either an improper personal benefit to Employee or a
material injury to Employer; or (vi) the death or total disability of Employee.
4.4 Obligations Upon Termination.
4.4.1 Survival of Obligations. The parties' obligations under
Sections 4.4.2, 6, 7, 9.7 and 9.8, shall survive the termination of this
Agreement.
4.4.2 Return of Materials at Termination. Upon termination of
the Period of Employment, Employee will promptly deliver to Employer
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all materials, property, documents, data and other information belonging to
Employer or containing Employer's Trade Secrets or other Protected Information
(each as defined below). Employee shall not take any materials, property,
documents or other information, or any reproduction or excerpt thereof,
belonging to Employer or containing any Trade Secrets or other Protected
Information of Employer.
4.4.3 Resignation. Upon termination of the Period of
Employment, Employee shall be deemed to have resigned from any and all offices
then held with Employer.
4.5 Compensation to Employee on Termination by Employer. In the
event that Employer terminates Employee pursuant to Section 4.2, Employee shall
be entitled to receive an aggregate severance benefit of twelve (12) months of
Employee's then current base salary (as determined pursuant to Section 3.1) and
benefits (as determined pursuant to Section 5) which shall be paid by Employer
to Employee in twelve (12) equal monthly installments until fully paid or until
Employee has secured full-time employment; provided, if Employee secures
full-time employment in which he is paid less per month than the monthly
severance installments payable hereunder or if Employee secures consulting
assignments, Employee shall be entitled to reduced severance benefits from
Employer equal to the difference between the monthly severance payments and the
monthly compensation obtained by Employee pursuant to such full-time employment
or consulting assignments. In the event that Employee elects to receive and does
receive any of the benefits set forth in this Section 4.5, Employee agrees that
such payments shall constitute Employee's sole and exclusive rights and
entitlements in connection with Employee's employment by Employer, the
termination of such employment and any and all matters related to or arising in
connection with such employment, and agrees that his acceptance of any such
payments shall release Employer and any and all affiliated persons and entities
(including all directors, officers, employees and agents) from any claims that
Employee may otherwise have or assert in connection with such matters. If
Employee desires to pursue or enforce any rights, entitlements or remedies that
would otherwise be waived and released, then Employee shall refuse any payments
provided for pursuant to this Section 4.5. If Employee accepts any such
severance payment or payments, he shall be deemed to have agreed to the
foregoing exclusivity of rights and waiver of claims.
5. Benefits.
5.1 Health Insurance, Vacation and Sick Leave. Employee shall be
entitled to Employer's standard benefits package for its executive employees
including, but not limited to, family health care insurance, officer and
director liability insurance (when obtained for Employer's other officers and/or
directors), vacation and sick leave (the "Fringe Benefits"). Employer agrees to
pay Employee's monthly COBRA continuation policy premiums until Employer's own
health care program is instituted for
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Employer's employees. Employer reserves the right to change such benefits from
time to time in its sole discretion.
5.2 Life Insurance. In addition to Employee's standard Employer
provided life insurance policy, provided that Employee is insurable at
commercially reasonable rates, Employer shall obtain and maintain, during the
term of this Agreement and any extension thereof, a term life insurance policy
on the Employee's life in an amount no less than One Million Dollars
($1,000,000) (the "Life Insurance Policy"). Employer shall pay the premiums and
Employee shall designate the beneficiary of the Life Insurance Policy.
5.3 Accumulation. Employee shall not earn and accumulate unused
vacation and sick leave, or other Fringe Benefits, in excess of an unused amount
equal to the amount earned for one (1) year. Furthermore, Employee shall not be
entitled to receive payments in lieu of said Fringe Benefits, other than for
unused vacation earned and accumulated at the time the employment relationship
terminates. All unused sick leave and other Fringe Benefits earned during the
preceding twelve (12) month period ending on each anniversary of the date of
this Agreement shall be forfeited if not used within ninety (90) days following
such anniversary date. Notwithstanding the foregoing, if Employer adopts a more
favorable accumulation policy for its executives, Employee shall be entitled to
the benefits of such more favorable accumulation policy.
5.4 Disability Benefits. Employer shall use its commercially
reasonable efforts to help Employee secure long-term disability insurance.
Employee shall pay the premiums associated with any such insurance.
6. Inventions, Trade Secrets and Confidentiality.
6.1 Definitions.
6.1.1 Invention Defined. As used herein "Inventor" means
inventions, discoveries, concepts, and ideas, whether patentable or
copyrightable or not, including but not limited to processes, methods, formulas,
techniques, devices, designs, programs (including computer programs), computer
graphics, apparatus, products, as well as improvements thereof or know-how
related thereto, relating to any present or anticipated business or activities
of Employer.
6.1.2 Trade Secret Defined. As used herein "Trade Secret"
means, without limitation, any document or information relating to Employer's
products, processes or services, including documents and information relating to
Inventions, and to the research, development, engineering or manufacture of
Inventions, and to Employer's purchasing, customer or supplier lists and pricing
policies, which documents or
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information have been disclosed to Employee or known to Employee as a
consequence of or through Employee's employment by Employer (including
documents, information or Inventions conceived, originated, discovered or
developed by Employee), which is not generally known in the relevant trade or
industry.
6.1.3 Protected Information Defined. As used herein "Protected
Information" means, without limitation, all trade secrets, confidential or
proprietary information, and all other knowledge, data, know-how, processes,
information, documents or materials, owned, developed or possessed by Employer,
whether in tangible or intangible form, the confidentiality of which Employer
takes reasonable measures to protect, and which pertains in any manner to
subjects which include, but are not limited to, Employer's research operations,
customers (including identities of customers and prospective customers,
identifies of individual contacts at business entities which are customers or
prospective customers, preferences, businesses or habits), business
relationships, engineering data or results, specifications, concepts, methods,
processes, rates or schedules, customer or vendor information, products
(including prices, costs, sales or content), financial information or measures,
business methods, future business plans, data bases, computer programs, designs,
models, operating procedures, and knowledge of the organization.
6.2 Inventions.
6.2.1 Disclosure. Employee shall disclose promptly to Employer
each Invention, whether or not reduced to practice, which is conceived or
learned by Employee (either alone or jointly with others) during the Period of
Employment. Employee shall disclose in confidence to Employer all patent
applications filed by or on behalf of Employee during the Period of Employment
and for a period of one (1) year thereafter. Any disclosure of any Invention, or
any patent application, made within one (1) year after termination of employment
shall be presumed to relate to an Invention made during Employee's Period of
Employment, unless Employee clearly proves otherwise.
6.2.2 Employer Property; Assignment. Except as otherwise
provided in Section 6.2.3, Employee acknowledges and agrees that all Inventions
which are discovered, conceived, developed, made, produced or prepared by
Employee (alone or in conjunction with others) during the Period of Employment
shall be the sole property of Employer. Said property rights of Employer include
without limitation all domestic and foreign patent rights, rights of
registration or other protection under the patent and copyright laws, and all
other rights pertaining to the Inventions. Employee further agrees that all
services, products and Inventions that directly or indirectly result from
engagement with Employer shall be deemed "works for hire" as that term is
defined in Title 17 of the United States Code and accordingly all rights
associated therewith shall vest in Employer. Notwithstanding the foregoing,
Employee hereby assigns to Employer
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all of Employee's right, title and interest in any such services, products and
Inventions, in the event any such services, products and Inventions shall be
determined not to constitute "works for hire."
6.2.3 Exclusion Notice. The assignment by Employee of
Inventions under this Agreement does not apply to any Inventions which are owned
or controlled by Employee prior to the commencement of employment of Employee by
Employer (all of which are set forth on Exhibit "A" hereto). Additionally,
Employee is not required to assign an idea or invention where the idea or
invention meets all of the following criteria, namely the invention or idea: (i)
was created or conceived without the use of any of Employer's equipment,
supplies, facilities, or trade secret information, and (ii) was developed
entirely on Employee's own time, and (iii) does not relate to the business of
Employer, and (iv) does not relate to Employer's actual or demonstrably
anticipated research or development, and (v) does not result from any work
performed by Employee for Employer. Employee has reviewed the notification in
this Section 6.2.3 and in Exhibit B ("Limited Exclusion Notification") and
agrees that Employee's signature on the Limited Exclusion Notification
acknowledges receipt of the notification.
6.2.4 Patents and Copyrights; Attorney-in-Fact. Both before
and after termination of this Agreement (and with reasonable compensation paid
by Employer to Employee after termination), Employee agrees to assist Employer
to apply for, obtain and enforce patents on, and to apply for, obtain and
enforce copyright protection and registration of, the Inventions described in
Section 6.2.2 in any and all countries. To that end, Employee shall (at
Employer's request) without limitation, testify in any proceeding and execute
any documents and assignments determined to be necessary or convenient for use
in applying for, obtaining, registering and enforcing patent or copyright
protection involving any of the Inventions. Employee hereby irrevocably appoints
Employer, and its duly authorized officers and agents, as Employee's agent, and
attorney-in-fact to act for and in behalf of Employee in filing all patent
applications, applications for copyright protection and registration,
amendments, renewals, and all other appropriate documents in any way related to
the Inventions described in Section 6.2.2.
6.3 Trade Secrets.
6.3.1 Acknowledgement of Proprietary Interest. Employee
recognizes the proprietary interest of Employer in any Trade Secrets of
Employer. Employee acknowledges and agrees that any and all Trade Secrets of
Employer, whether developed by Employee alone or in conjunction with others or
otherwise, shall be and are the property of Employer.
6.3.2 Covenant not to Divulge Trade Secrets. Employee
acknowledges and agrees that Employer is entitled to prevent the disclosure of
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Employer's Trade Secrets or Protected Information. As a portion of the
consideration for the employment of Employee and for the compensation being paid
to Employee by Employer, Employee agrees at all times during the Period of
Employment and thereafter to hold in strictest confidence, and not to use,
disclose or allow to be disclosed to any person, firm, or corporation, without
Employer's express prior written consent, Employer's Trade Secrets or Protected
Information, including Trade Secrets developed by Employee, other than
disclosures to persons who have entered into confidentiality agreements with
Employer.
6.3.3 Confidential Information of Others. Employee represents
and warrants that if Employee has any confidential information belonging to
others, Employee will not use or disclose to Employer any such information or
documents. Employee represents that his employment with Employer will not
require him to violate any obligation to or confidence with any other party.
6.4 No Adverse Use. Employee will not at any time during Period of
Employment or thereafter use Employer's Trade Secrets, Protected Information or
Inventions in any manner which may directly or indirectly have an adverse effect
upon Employer's business, nor will Employee perform any acts which would tend to
reduce Employer's proprietary value in Employer's Trade Secrets, Protected
Information or Inventions.
6.5 Remedies Upon Breach. In the event of any breach by Employee
of this Section 6, Employer shall be entitled, if it so elects, to institute and
prosecute proceedings in any court of competent jurisdiction, either in law or
in equity, to enjoin Employee from violating any of the terms of this Section 6,
to enforce the specific performance by Employee of any of the terms of this
Section 6, and to obtain damages, or any of them, but nothing herein contained
shall be construed to prevent such remedy or combination of remedies as Employer
may elect to invoke. The failure of Employer to promptly institute legal action
upon any breach of this Section 6 shall not constitute a waiver of that breach
or any other breach hereof.
7. Non-Compete and Non-Solicitation Covenants. In further consideration
of the compensation to be paid to Employee hereunder, Employee agrees that,
during Employee's employment, Employee will not directly or indirectly compete
with Employer in any way, and that Employee will not act as an officer,
director, employee, consultant, lender, agent or owner of any interest in any
other entity which is engaged in any business which is of the same nature as,
which is in competition with, or which is involved in science or technology
which is similar to the businesses in which Employer or its subsidiaries (i) are
now engaged, (ii) become engaged in during the term of Employee's employment or
(iii) plan to become engaged in prior to the date of Employee's termination.
During Employee's employment and for a period of one (1) year thereafter,
Employee shall not directly or indirectly through another entity (x)
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induce or attempt to induce any employee of Employer or any subsidiary of
Employer to leave the employ of Employer or such subsidiary, or in any way
interfere with the relationship between the Employer or any subsidiary and the
employee thereof; (y) hire any person who is an employee of Employer or any
subsidiary at any time, provided, however, that Employee may hire those
employees who were directly and actively recruited by Employee, on Employer's
behalf, to become employees of Employer; or (z) induce or attempt to induce any
customer, supplier, licensee, licensor or other party which as a contractual
relationship with Employer or its subsidiaries or affiliates to cease doing
business with Employer or any such subsidiary (including, without limitation,
making any negative statements or communications about Employer or its
affiliates).
8. Additional Rights.
8.1 Option to Purchase Common Stock. At the first meeting of the
Board to occur after the execution of this Agreement, Employer shall grant to
Employee an option to purchase up to One Million Six Hundred Eighty Thousand
(1,680,000) restricted shares of Employer's Common Stock at seven and one-half
cents ($0.075) per share (the "Common Shares"). Such number of shares of Common
Stock shall constitute six percent (6%) of the fully-diluted shares of capital
stock of Employer taking into account the proposed issuance and sale of
additional shares of Series C Preferred Stock scheduled to occur no later than
June 1996 (the "Second Closing"). The Common Shares shall be vested under the
option as follows: (i) ten percent (10%) shall vest as of the Commencement Date;
(ii) an additional fifteen percent (15%) shall vest as of the first anniversary
of the Commencement Date provided Employee is employed by Employer on such
anniversary; and (iii) one-thirty-sixth (1/36) of the remaining unvested Common
Shares shall thereafter vest in a series of successive monthly installments at
the end of each month for so long as Employee is employed by Employer. On the
fourth (4th) anniversary of the Commencement Date, the Common Shares shall all
be vested. The option agreement (the "Option Agreement") shall also provide that
in the event of (A) any transaction or series of related transactions
(including, without limitation, any reorganization, merger or consolidation) in
which more than fifty percent (50%) of Employer's outstanding voting stock is
transferred to a person or persons different from those who held the stock
immediately prior to such transaction, or (B) the sale, transfer or other
disposition of all or substantially all of Employer's assets ("Change in
Control"), Employee shall be entitled to exercise the option for that number of
Common Shares equal to the sum of (y) that number of Common Shares which are
vested as of the date of the Change in Control and (z) that number of Common
Shares equal to forty percent (40%) of the unvested Common Shares as of the date
of the Change of Control.
8.2 Right of First Offer to Maintain Pro-Rata Interest. Employee
shall have the assignable right, during the term of this Agreement, to purchase
a pro rata share of New Securities (as defined below) which Employer may, from
time to time, propose to sell and issue on the same terms and conditions which
such New
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Securities are offered. Employee's pro rata share, for purposes of this right,
is the ratio of the number of shares of Common Stock owned by Employee
immediately prior to the issuance of New Securities, assuming conversion and/or
exercise of any convertible or exercisable securities into shares of Employer's
Common Stock, to the total number of shares of Common Stock outstanding
immediately prior to the issuance of New Securities, assuming conversion and/or
exercise of all outstanding rights, options and warrants to acquire Common Stock
of Employer. "New Securities" shall mean any capital stock (including Common
Stock and/or Preferred Stock) of Employer whether now authorized or not, and
rights, options or warrants to purchase such capital stock, and securities of
any type whatsoever that are, or may become, convertible into capital stock
issued or sold in a financing of Employer, the principal purpose of which is
raise equity capital for Employer; provided that the term "New Securities" does
not include (i) any borrowings, direct or indirect, from financial institutions
or other persons by Employer, whether or not presently authorized, including any
type of loan or payment evidenced by any type of debt instrument, provided such
borrowings do not have any equity features including warrants, options or other
rights to purchase capital stock and are not convertible into capital stock of
Employer; (ii) securities issued to employees, consultants, officers or
directors of Employer pursuant to any stock option, stock purchase or stock
bonus plan, agreement or arrangement approved by the Board of Directors; (iii)
securities issued pursuant to transactions involving technology licensing,
research or development activities or the distribution or manufacture of
Employer's products, provided that each of the foregoing transactions is
primarily for non-equity financing purposes and the aggregate value of
securities issued in each such transaction is less than $5.0 million; (iv)
securities issued in connection with obtaining lease financing, whether issued
to a lessor, guarantor or other person; (v) securities issued in a firm
commitment underwritten public offering pursuant to a registration under the
Securities Act; and (vi) any right, option or warrant to acquire any security
convertible into the securities excluded from the definition of New Securities
pursuant to subsections (i) through (v) above.
8.3 Purchase Following Next Preferred Stock Financing. Employee
(or Employee's designee) shall have the right, but not the obligation, to
purchase that number of fully paid (subject to the financing arrangements
discussed below) and nonassessable shares of Employer's Common Stock ("Common
Shares") as is equal to: (a) Ninety-Six Thousand Dollars ($96,000.00) divided by
(b) the per share price at which the next preferred equity security of Employer
sold after the Second Closing (the "New Preferred") is sold to third party
investors; provided, however, that in the event the Company has not closed the
issuance and sale of any shares of the New Preferred prior to September 15,
1996, (b) shall be deemed to be $1.50 and the number of Common Shares to be
issued hereunder shall be 64,000. Notwithstanding the foregoing, if the issuance
and sale of the New Preferred occurs in connection with a transaction described
in (i) or (ii) below, and Employer and the third party entering into such
transaction mutually so determine, such issuance and sale of a preferred equity
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security shall not be deemed an issuance and sale of New Preferred: (i) any
arrangement between Employer and any third party for any research or development
involving Employer (including, without limitation, any arrangement that includes
provision for research support, product development and/or testing support) or
(ii) any rights to commercialize any products resulting from the research or
development programs of Employer (including, without limitation, rights to
develop, make, use and/or sell any such products). Employee shall have no right
to negotiate any of the terms or conditions upon which the New Preferred will be
issued (other than on behalf of Employer), which negotiation shall be conducted
solely among Employer and the other purchasers of the New Preferred. The
issuance of the Common Shares by Employer pursuant to this Section 8.3 shall be
effected as follows, in Employee's discretion: (i) issuance of the Common Shares
with the aggregate purchase price paid through a forgivable loan by Employer to
Employee in the amount of the aggregate purchase price of the Common Shares
calculated using the then-current fair market value for Employer's Common Stock
(provided the Common Shares issued pursuant to such a loan shall not be
fully-paid unless and until such loan is forgiven in whole), (ii) through the
one-time bonus of the Common Shares to Employee or (iii) through the one-time
bonus of the aggregate amount of the purchase price necessary to purchase the
Common Shares calculated using the then-current fair market value for Employer's
Common Stock.
9. General Provisions.
9.1 Amendments. No amendment or modification of the terms or
conditions of this Agreement shall be valid unless in writing and signed by both
parties hereto. There shall be no implied-in-fact contracts modifying the terms
of this Agreement.
9.2 Entire Agreement. This Agreement, and the exhibits attached
hereto, constitutes the entire agreement between the parties with respect to the
employment of Employee. This Agreement supersedes all prior agreements,
understandings, negotiations and representation with respect to the employment
relationship between Employer and Employee.
9.3 Successors and Assigns. The rights and obligations of Employer
under this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of Employer. Employee shall not be entitled to assign any
of Employee's rights or obligations under this Agreement.
9.4 Waiver. Either party's failure to enforce any provision of
this Agreement shall not in any way be construed as a waiver of any such
provision, or prevent that party thereafter from enforcing each and every other
provision of this Agreement.
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9.5 Severable Provisions. The provisions of this Agreement are
severable, and if any one or more provisions may be determined to be judicially
unenforceable, in whole or in part, the remaining provisions shall nevertheless
be binding and enforceable.
9.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be considered one and the same Agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party.
9.7 Choice of Law. This Agreement shall be governed and construed
in accordance with the internal laws of California without regard to its
conflicts of laws principles.
9.8 Jurisdiction and Venue. In the event that any legal
proceedings are commenced in any court with respect to any matter arising under
this Agreement, Employer and Employee specifically consent and agree that the
courts of the State of California and/or the United States Federal Courts
located in the State of California shall have exclusive jurisdiction over each
of the Parties and such proceedings.
9.9 Drafting Party. The provisions of this Agreement, and the
documents and instruments referred to herein, have been examined, negotiated,
drafted and revised by counsel for each party hereto and no implication shall be
drawn nor made against any party hereto by virtue of the drafting of this
Agreement.
10. Employee's Representations. Employee represents and warrants that
Employee (i) is free to enter into this Agreement and to perform each of the
terms and covenants contained herein, (ii) is not restricted or prohibited,
contractually or otherwise, from entering into and performing this Agreement,
and (iii) will not be in violation or breach of any other agreement by reason of
Employee's execution and performance of this Agreement.
11. REPRESENTATION. BY EXECUTING THIS AGREEMENT, EMPLOYEE ACKNOWLEDGES
AND AGREES THAT XXXXXXX, XXXXXXX & XXXXXXXX LLP REPRESENTS EMPLOYER SOLELY AND
THAT EMPLOYEE HAS HAD AN OPPORTUNITY TO CONSULT WITH HIS OWN ATTORNEY AND TAX
ADVISOR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREIN. NEITHER EMPLOYER NOR ITS COUNSEL EXPRESSES ANY OPINION AS TO THE
ENFORCEABILITY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
[Remainder of This Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
EMPLOYER:
COMBICHEM, INC., a California corporation
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chairman of the Board
EMPLOYEE:
XXXXXXX XXXXX, XX.
/s/ Xxxxxxx Xxxxx
-----------------------------------------
(Signature)
Address: 0000 Xxxxxxx Xx.
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Xxxxxx xxx Xxx, XX 00000
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[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]
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EXHIBIT A
LIST OF PRIOR INVENTIONS
(Section 6.2.3)
None, other than the following: __________________________________________
________________________________________________________________________________
___________________________________________________________________________.
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EXHIBIT B
LIMITED EXCLUSION NOTIFICATION
THIS IS TO NOTIFY you in accordance with Section 2872 of the California
Labor Code that the foregoing Agreement between you and Employer does not
require you to assign or offer to assign to Employer any invention that you
developed entirely on your own time without using Employer's equipment,
supplies, facilities or trade secret information except for those inventions
that either:
(1) Relate at the time of conception or reduction to practice of the
invention to Employer's business, or Employer's actual or demonstrably
anticipated research or development; or
(2) Result from any work performed by you for Employer.
To the extent a provision in the foregoing Agreement purports to require
you to assign an invention otherwise excluded from the preceding paragraph, the
provision is against the public policy of this state and is unenforceable.
This limited exclusion does not apply to any patent or invention covered
by a contract between Employer and the United States or any of its agencies
requiring full title to such patent or invention to be in the United States.
I ACKNOWLEDGE RECEIPT of a copy of this notification.
By:/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, Xx.
Dated:3-14-96
Witnessed by:
/s/ Xxxxxx Xxxxxxx
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X. Xxxxxxx
------------------------------------
(Printed Name of Witness)
Dated: 3-14-96
-----------------------------
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