Exhibit 10.4
CONSULTING
AGREEMENT
The following contains all the items of an at-will consulting
agreement between AMYLIN PHARMACEUTICALS, INC. , a Delaware
corporation (the “Company”), located at 9360 Towne
Centre Drive, San Diego, California 92121, and Alain Baron
(“Consultant”), an individual located at 12863 Baywind
Point, San Diego, CA 92130, effective as of June 1, 2008 (the
“Effective Date”).
The nature of the services Consultant will provide as a consultant
to the Company, the amount of time committed and Consultant’s
compensation are set forth in Exhibit A hereto.
In rendering such services to the Company, Consultant shall act as
an independent contractor and not as an employee of the Company and
shall be free to dispose of such portion of Consultant’s
entire time, energy and skill as Consultant has not agreed to
devote to the Company. The Company or Consultant may
terminate this Agreement at any time, with or without
cause.
Consultant understands that as part of the consideration for his
retention as a consultant by the Company, he has not brought and
will not bring with him to the Company or use in the performance of
his responsibilities at the Company any equipment, supplies,
facility, or trade secret information of any current or former
employer which are not generally available to the public, unless
Consultant has obtained written authorization for their possession
and use. Consultant also understands that, in his retention
as a consultant with the Company, Consultant is not to breach any
obligation of confidentiality that he has to any third party, and
Consultant agrees that he shall fulfill all such obligations during
his retention as consultant with the Company.
Consultant understands that the Company possesses and will continue
to possess information that has been created, discovered or
developed by the Company (or that has otherwise become known to the
Company) which has commercial value to the Company. This
information includes, but is not limited to, (a) information
created, discovered, developed, or made known by Consultant or to
Consultant arising out of or in connection with his retention as a
consultant by the Company, and (b) information in which
property rights have been assigned or otherwise conveyed to the
Company. All of the aforementioned information is hereinafter
called “Proprietary Information.” By way of
illustration, but not limitation, Proprietary Information includes
trade secrets, processes, formulae, data and know-how,
improvements, inventions, techniques, strategies, and
forecasts.
In consideration of his retention as a consultant to the Company,
and the compensation received by him from the Company from time to
time, Consultant hereby agrees as follows:
1.
All Proprietary Information shall be the sole property of the
Company and its assigns, and the Company and its assigns shall be
the sole owner of all patents and other rights in connection
therewith. Consultant hereby assigns to the Company any
rights he may have or acquire in all Proprietary Information.
At all times during his retention as a consultant by the
Company and at all times after termination of such retention as a
consultant, Consultant will keep in confidence and trust all
Proprietary Information, and will not use or disclose any
Proprietary Information or anything relating to it without the
express written consent of the Company, except as may be necessary
in the ordinary course of performing his duties as a consultant of
the Company.
1
