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
Page 1 of 6
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
Page 2 of 6
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
|
