EMPLOYEE PROPRIETARY INFORMATION AGREEMENT

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Exhibit 10.2

XENOPORT, INC.

EMPLOYEE PROPRIETARY INFORMATION AGREEMENT

As a condition of my employment with XenoPort, Inc., its subsidiaries,

affiliates, successors or assigns (together the "COMPANY"), and in consideration

of my employment with the Company and my receipt of the compensation now and

hereafter paid to me by Company, I agree to the following:

1. At-Will Employment. I understand and acknowledge that my employment

with the Company is for an unspecified duration and constitutes "at-will"

employment. I acknowledge that this employment relationship may be terminated at

any time, with or without good cause or for any or no cause, at the option

either of the Company or myself, with or without notice.

2. Confidential Information.

(a) Company Information. I agree at all times during the term of my

employment and thereafter, to hold in strictest confidence, and not to use,

except for the benefit of the Company, or to disclose to any person, firm or

corporation without written authorization of the Board of Directors of the

Company, any Confidential Information of the Company. I understand that

"CONFIDENTIAL INFORMATION" means any Company proprietary information, technical

data, trade secrets or know-how, including, but not limited to, research,

product plans, products, services, customer lists and customers (including, but

not limited to, customers of the Company on whom I called or with whom I became

acquainted during the term of my employment), markets, software, developments,

inventions, processes, formulas, technology, designs, drawings, engineering,

hardware configuration information, marketing, finances or other business

information disclosed to me by the Company either directly or indirectly, in

writing, orally, by drawings, or by observation of parts or equipment. I further

understand that Confidential Information does not include any of the foregoing

items which has become publicly known and made generally available through no

wrongful act of mine or of others who were under confidentiality obligations as

to the item or items involved.

(b) Former Employer Information. I agree that I will not, during my

employment with the Company, improperly use or disclose any proprietary

information or trade secrets of any former or concurrent employer or other

person or entity and that I will not bring onto the premises of the Company any

unpublished document or proprietary information belonging to any such employer,

person or entity unless consented to in writing by such employer, person or

entity.

(c) Third Party Information. I recognize that the Company has

received and in the future will receive from third parties their confidential or

proprietary information subject to a duty on the Company's part to maintain the

confidentiality of such information and to use it only for certain limited

purposes. I agree to hold all such confidential or proprietary information in

the strictest confidence and not to disclose it to any person, firm or

corporation or to use it except as necessary in carrying out my work for the

Company consistent with the Company's agreement with such third party.

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3. Inventions.

(a) Inventions Retained and Licensed. I have attached hereto, as

Exhibit A, a list describing all inventions, original works of authorship,

developments, improvements, and trade secrets which were made by me prior to my

employment with the Company, which belong to me, which relate to the Company's

proposed business, products or research and development, and which are not

assigned to the Company hereunder (collectively referred to as "Prior

Inventions"); or, if no such list is attached, I represent that there are no

such Prior Inventions. If in the course of my employment with the Company, I

incorporate into any invention, improvement, development, product, copyrightable

material or trade secret any invention, improvement, development, concept,

discovery or other proprietary information owned by me or in which I have an

interest, the Company is hereby granted and shall have a nonexclusive,

royalty-free, irrevocable, perpetual, worldwide license to make, have made,

modify, use and sell such item as part of or in connection with such product,

process or machine.

(b) Assignment of Inventions. I agree that I will promptly make full

written disclosure to the Company, will hold in trust for the sole right and

benefit of the Company, and hereby assign to the Company, or its designee, all

my right, title, and interest in and to any and all inventions, original works

of authorship, developments, concepts, improvements or trade secrets, whether or

not patentable or registrable under copyright or similar laws, which I may

solely or jointly conceive or develop or reduce to practice, or cause to be

conceived or developed or reduced to practice, during the period of time I am in

the employ of the Company (collectively referred to as "INVENTIONS"), except as

provided in Section 3(f) below. I further acknowledge that all original works of

authorship which are made by me (solely or jointly with others) within the scope

of and during the period of my employment with the Company and which are

protectible by copyright are "works made for hire," as that term is defined in

the United States Copyright Act.

(c) Inventions Assigned to the United States. I agree to assign to

the United States government all my right, title, and interest in and to any and

all Inventions whenever such full title is required to be in the United States

by a contract between the Company and the United States or any of its agencies.

(d) Maintenance of Records. I agree to keep and maintain adequate

and current written records of all Inventions made by me (solely or jointly with

others) during the term of my employment with the Company. The records will be

in the form of notes, sketches, drawings, and any other format that may be

specified by the Company. The records will be available to and remain the sole

property of the Company at all times.

(e) Patent and Copyright Registrations. I agree to assist the

Company, or its designee, at the Company's expense, in every proper way to

secure the Company's rights in the Inventions and any copyrights, patents, mask

work rights or other intellectual property rights relating thereto in any and

all