Exhibit 10.10
MYRIAD PHARMACEUTICALS,
INC.
EMPLOYMENT
AGREEMENT
THIS AGREEMENT is made and entered
into by and between Myriad Pharmaceuticals, Inc. (hereinafter
referred to as the “Company”), and
(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 . The
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 $
per year/hour, commencing on the
day of
, 2009.
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.
Without the Company’s expressed written approval, signed by
an officer 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 which: (a) is in the fields of
pharmaceutical, biotechnology, or genetic products, services, or
research, or would be in competition with the existing or
foreseeable future business operations of the Company; or
(b) requires a level of time and attention so as to not enable
the Employee to fully perform his/her duties in the manner as
agreed to herein.
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, whether or not they result from work performed during
normal working hours, 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 and
method of operations, trade secrets, business plans, financial
information, salary information of other Myriad employees and the
like. Employee understands that confidential information may be
submitted to Employee by other persons or businesses and agrees to
treat that confidential information with the same degree of care
afforded to confidential information proprietary to the
Company.
6. Noncompetition Agreement .
Employee agrees that during the term of his/her employment, and for
a period of one (1) year following the voluntary or
involuntary termination of employment, Employee will not compete
with the Company in any substantive matter or area of the
Employee’s work responsibilities while at the Company.
Employee agrees that he/she will not use the Company’s name,
facilities, confidential material, trade secrets, know-how, or
privileged information to solicit from any agency, company,
business, or organization, work that would result in income or
compensation of any form to Employee or another company or business
organization.
7. Nonsolicitation
Agreement
a. Nonsolicitation of
Customers . During the period of Employee’s employment,
and for a period of one (1) year following the voluntary or
involuntary termination of employment with the Company, Employee
will not solicit the business being provided by the Company to any
customer of the Company or any business of any customer of the
Company for use in any activities in competition with activities of
the Company of which Employee acquired knowledge and/or with whom
Employee had contact during his/her period of employment
relationship with the Company.
b. Nonsolicitation of
Employ
