Exhibit 10.27
MYRIAD GENETICS,
INC.
EMPLOYMENT
AGREEMENT
THIS AGREEMENT is made and entered
into by and between Myriad Genetics, Inc., its wholly-owned
subsidiaries, Myriad Genetic Laboratories, Inc. and Myriad
Pharmaceuticals, Inc. (hereinafter collectively referred to as the
“Company”), and Richard M. Marsh (hereinafter
referred to as “Employee”).
In consideration of the
undersigned’s employment, compensation, and other valuable
consideration and mutual covenants contained herein, the parties
agree as follows:
1. At Will Employment .
Company employs Employee on an at-will basis, which means that
either Employee or the Company can terminate the employment
relationship at any time for any reason, with or without notice or
cause. Employee’s employment with the Company is not for any
particular period of time. No manager or supervisor of the Company
has authority to modify or alter the Company’s at-will
employment relationship with Employee, and any statements or
promises contrary to at-will employment may not be relied upon by
Employee. Employee’s at-will employment with the Company may
not be modified or changed in any way, except through a new written
employment agreement signed by the President and CEO of the Company
and Employee.
2. Compensation . In
consideration for the obligations entered into by Employee, the
Company initially shall pay Employee in full for Employee’s
services hereunder at the rate of $ 190,000 per year/hour,
commencing on the 5th day of November, 2002.
3. Duties . Employee shall at
all times faithfully, industriously, and to the best of his/her
ability, experience, and talents, perform all of the duties that
may be required of him/her pursuant to the express and implicit
terms hereof, to the reasonable satisfaction of the Company.
Employee shall not, directly or indirectly, in any manner or in any
capacity, engage in an outside business endeavor of any kind
without the Company’s express written approval, signed by an
officer of the Company.
4. Inventions or Improvements
. Any inventions, discoveries, know-how, or improvements, which
Employee may conceive, make, invent, or develop during his/her
employment by the Company, relating to any matter or thing,
including but not limited to genetic maps, genes, gene sequences,
material containing a DNA sequence, gene products, protein
molecules, nucleic acid molecules, monoclonal antibodies,
pedigrees, genealogy data, germplasm, bacterial artificial
chromosomes (BACs), contigs, cell lines, microorganisms,
biologically active
compounds, drug screens, processes, and methods
of gene identification or gene sequencing, that may be connected in
any way with Employee’s work or related in any way to the
Company’s business or the Company’s foreseeable future
business, shall be the absolute property of the Company and shall
be promptly disclosed to the Company by Employee. Employee agrees
that he/she will, at the request of the Company, at any time during
his/her employment or thereafter, assign to the Company the rights
to said inventions and improvements and any patent applications
filed or patents granted thereon.
5. Nondisclosure and Nonuse of
Information . Employee agrees that during his/her employment
and thereafter, he/she will not use or disclose to any person,
agency, company, business, or organization, unless authorized by
the Company, any confidential or proprietary information concerning
the Company, including but not limited to any inventions,
discoveries, know-how, improvements, processes, products, services,
proposals, solicitations, negotiations, customers, manner
an
