NEUROCRINE BIOSCIENCES, INC.
This Agreement is made as of November 15, 2006 (the “Effective Date”), by and between Neurocrine Biosciences, Inc., 12790 El Camino Real, San Diego, California 92130 (the “Company”) and Wylie W. Vale, Ph.D., the Salk Institute for Biological Studies, 10010 North Torrey Pines Road, La Jolla California 92037 (the “Consultant”).
The Consultant has been involved in scientific research of particular interest to the Company. The Company wishes to retain the Consultant in a consulting capacity, and the Consultant desires to perform such consulting services. Accordingly, the parties agree as follows:
1. Services. The Consultant will advise the Company’s management, employees and agents, at reasonable times, in matters related to the relevant field of interest, as requested by the Company as set forth below. The field of interest for consulting hereunder involves the advisory oversight of the Company’s research and development programs including the review of the research programs, research support for development programs, priorities, staffing and advising the scientific directors and the Company’s President & CEO (“Field of Interest”).
2. Compensation . For services rendered by Consultant to the Company hereunder, the Company will pay the Consultant $50,000 per year payable quarterly in advance.
3. Term . This Agreement supercedes the Consulting Agreement dated November 15, 2005 by and between Consultant and Company. The term of this Agreement will begin on the Effective Date and will end on November 15, 2007, unless extended by mutual consent.
4. Certain other Contracts .
4.1 Consultant is an employee of The Salk Institute for Biological Studies, 10010 North Torrey Pines Road, La Jolla, CA 92037 (“The Salk Institute”).
4.2 Consultant is conducting research at The Salk Institute (the “Salk Research”), which Salk Research may, in part, overlap with the consulting services.
4.3 Consultant is required under The Salk Institute’s policies to assign to The Salk Institute rights to any inventions which are (i) conceived, developed, made, produced or reduced to practice by Consultant during the course of the Salk Research, or (ii) involve the use of laboratories, equipment, materials or other resources, information or trade secrets or other intellectual property belonging to The Salk Institute.
4.4 Except for disclosures made pursuant to a confidentiality agreement, The Salk Institute’s scientists are prohibited from disclosing to any commercial company any information
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generated in their laboratories at The Salk Institute prior to publication or to making such information generally available to members of the research community. The foregoing restriction does not preclude a scientist from consulting within the general area of research being conducted in his or her laboratory provided that the assistance and information supplied is limited to published information and information which is within the general knowledge of scientists outside The Salk Institute.
4.5 Consultant acknowledges that he may obtain access to confidential information regarding research, product developments, preclinical and clinical studies and results thereof, formulations, inventions, trade secrets, know-how and other information which is developed by him or by others at The Salk Institute as proprietary and confidential information (the “Salk Information”), and that his obligations under his agreement with The Salk Institute prevent him from disclosing such Salk Information to Company, except pursuant to a confidentiality agreement between Company and The Salk Institute.
4.6 The Consultant has disclosed and, during the Term, will disclose to the Chief Executive Officer of the Company any conflicts between this Agreement and any other agreements binding the Consultant.
5. Exclusive Services During the Term. Subject to written waivers that may be provided by the Company upon request, the Consultant agrees that during the term of this Agreement he will not directly or indirectly without the prior written approval of the Company (i) provide any services in the Field of Interest to any other business or commercial entity, (ii) participate in the formation of any business or commercial entity in the Field of Interest, or (iii) solicit or hire away any employee or consultant of the Company. Consultant shall notify the Company of all other consulting agreements which Consultant has entered into, or any consulting services which Consultant may provide, to any third party.
6. Inventions Discovered by the Consultant While Performing Services Hereunder.
6.1 Subject to the terms of paragraph 6.2, below, the Consultant hereby assigns to the Company any right, title, and interest he may have in any invention, discovery, improvement, or other intellectual property which (i) the Consultant, alone or with others, develops as a direct result of performing consulting services for the Company under this Agreement and (ii) is not developed in the course of Consultant’s activities as a Salk Institute employee and is not owned by or assignable to The Salk Institute. Any intellectual property assignable to the Company pursuant to the preceding sentence is hereinafter referred to as “Company Intellectual Property”. Upon the request of the Company, the Consultant shall execute such further assignments, documents, and other instruments as may be necessary to assign Company Intellectual Property to the Company and to assist the Company in applying for, obtaining and enforcing patents or other rights in the United States and in any foreign country with respect to any Company Intellectual Property. The Company will bear the cost of preparation of all patent or other applications and assignment, and the cost of obtaining and enforcing all patents and other rights to Company Intellectual Property.
6.2 The Company shall have no rights by reason of this Agreement in any publication, invention, discovery, improvement, or other intellectual property whatsoever, whether or not
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publishable, patentable, or copyrightable, which is developed as a result of a program of research financed, in whole or in part, by funds provided by or under the control of The Salk Institute. The Company also acknowledges and agrees that it will enjoy no priority or advantage as a result of the consultancy created by this Agreement in gaining access, whether by license or otherwise, to any proprietary information or intellectual property that arises from any research undertaken by the Consultant in his capacity as an employee of The Salk Institute.
7.1 The Consultant acknowledges that, during th