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Exhibit 10.47
CONSULTING SERVICES AGREEMENT
This Agreement is made as of November 15, 2004 (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, 2003 by and between Consultant and Company. The term of this Agreement will
begin on the Effective Date and will end on November 15, 2005, 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 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
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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 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. Confidentiality.
7.1 The Consultant acknowledges that, during the course of performing
his services hereunder, the Company will be disclosing informat






