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Employ Agrmt W/ Summerton

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EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT ("Agreement"), made this 4th day of November, 1996, by and between ANTIVIRALS INC., an Oregon corporation, with its principle office at 1 SW Columbia Street, Suite 1105, Portland, OR 97258 ("Company"), and JAMES SUMMERTON, PH.D. 1 SW Columbia Street, Suite 1105, Portland, OR 97258 ("Employee").


RECITALS:


A. Employee has been a valued employee of the Company since 1980 and has served in the capacities of Founder, President, Chief Executive Officer and Chief Scientific Officer.


B. The terms of Employee's employment with the Company have been as set forth in an Employment Contract entered into by and between Employee and Company dated June 17, 1992.


C. The Company desires to continue Employee's employment with the Company as President and Chief Scientific Officer under the terms stated in this Agreement.


AGREEMENT:


NOW, THEREFORE, in consideration of the mutual benefits contained herein, the sufficiency of which the parties acknowledge, the parties hereby agree as follows:


1. EMPLOYMENT TERM. The term ("Term") of this Agreement shall commence on the date written above, and shall continue until terminated in accordance with Section 12.


2. DUTIES. Employee shall be responsible to perform such duties as assigned to him from time to time by the Board of Directors of the Company ("Board"). Employee shall be employed by the Company and shall devote his best efforts to the service of the Company throughout the Term. Employee shall devote at least for (40) hours per week to the affairs of the Company. Employee and Company acknowledge and agree that (i) Employee may hold certain offices within certain entities as set forth on Exhibit A to this Agreement, (ii) Employee's devotion of reasonable amounts of time in such capacities, so long as it does not interfere with his performance of services hereunder, shall not conflict with the terms of this Agreement, and (iii) Exhibit A may be amended from time to time by agreement of the parties.


3. COMPENSATION. For his services from the date of this Agreement until January 1, 1997 the Company shall compensate Employee at his current salary. Commencing January 1, 1997, the Company shall compensate Employee with an annual salary of $150,000, payable in accordance with Company's payroll practices in effect from time to time, and less amounts required to be withheld under applicable law and requested to be withheld by Employee. Employee's annual salary shall be subject to review on an annual basis. The Company may but shall not be required to pay bonus compensation to Employee. Except as otherwise provided in this Agreement, the base salary shall be prorated for any period of service less than a full month.


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4. EXPENSES. The Company will reimburse Employee for all expenses reasonably incurred by him in discharging his duties for the Company, conditioned upon Employee's submission of written documentation in support of claimed reimbursement of such expenses, and consistent with the Company's expense reimbursement policies in effect from time to time.


5. BENEFITS. Subject to eligibility requirements, Employee shall be entitled to participate in such benefits plans and programs as adopted by the Company from time to time.


6. CONFIDENTIALITY.


(a) In the course of his employment with the Company, it is anticipated that Employee may acquire knowledge (both orally and in writing) regarding confidential affairs of the Company and confidential or proprietary information including: (a) matters of a technical nature, such as know-how, inventions, processes, products, designs, chemicals, compounds, materials, drawings, concepts, formulas, trade secrets, secret processes or machines, inventions or research projects; (b) matters of a business nature, such as information about costs, profits, pricing policies, markets, sales, suppliers, customers, plans for future development, plans for future products, marketing plans or strategies; and (c) other information of a similar nature which is not generally disclosed by the Company to the public, referred to collectively hereafter as "Confidential Information." "Confidential Information" shall not include information generally available to the public. Employee agrees that during the term of this Agreement and thereafter, he (i) will keep secret and retain in the strictest confidence all Confidential Information, (ii) not disclose Confidential Information to anyone except employees of the Company authorized to receive it and third parties to whom such disclosure is specifically authorized, and (iii) not use any Confidential Information for any purpose other than performance of services under this Agreement without prior written permission from the Company. Notwithstanding the foregoing, Employee as General Partner of ANTI-GENE DEVELOPMENT GROUP ("AGDG") is authorized to disclose and use Confidential Information, to the extent permitted under the terms of the Technology Transfer Agreement between the Company and AGDG, and any amendments to that Technology Transfer Agreement.


(b) If Employee is served with any subpoena or other compulsory judicial or administrative process calling for production or disclosure of Confidential Information or if Employee is otherwise required by law or regulation to disclose Confidential Information, Employee will immediately, and prior to production or disclosure, notify the Company and provide it with such information as may be necessary in order that the Company may take such action as it deems necessary to protect its interest.


(c) The provisions of this paragraph 6 shall survive termination of this Agreement.


7. NONCOMPETITION.


(a) Employee acknowledges that the increased compensation reflected in this Agreement amounts to a bona fide advancement for Employee. In consideration of this advancement, Employee agrees that during the Term and for a period of two (2) years following termination of employment with the Company for any reason, he will not directly or indirectly engage in any activity directed towards (i) the development of any uncharged sequence-specific nucleic acid-binding agents or any nucleic acid purification and concentration or detection system,


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or (ii) the development of drug delivery systems related to the "molecular engine" as defined in patents or patent applications filed or Contemplated at any time during the Term. Patents or patent applications "Contemplated" are those included, recorded or discussed in the notebooks of researchers employed by or performing services on behalf of the Company. Nothing contained here shall preclude Employee's engaging in activities that are both (A) related only to agents, compounds, techniques, processes or technologies licensed by the Company to AGDG, and (B) performed on behalf of AGDG or for some other entity in which Employee has a controlling interest. Nothing contained herein shall limit the scope or operation of Section 6 of this Agreement.


(b) For a period of one (1) year, except with the express written consent of the Company, Employee agrees to refrain from directly or indirectly recruiting, hiring or assisting anyone else to hire, or otherwise counseling to discontinue employment with the Company, any person then employed by the Company or its subsidiaries or affiliates.


(c) The provisions of this paragraph 7 shall survive termination of this Agreement and the term of employment.


8. COVERED WORK.


(a) All right, title and interest to any Covered Work that Employee makes or conceives (whether alone or with others) whi
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