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Exhibit 10.13
OPTIMER PHARMACEUTICALS, INC.
EMPLOYEE PROPRIETARY INFORMATION AGREEMENT
As a condition
of my employment with Optimer Pharmaceuticals, 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 the 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,
expect 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 or by drawings or 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will not bring onto the premises of the Company any unpublished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,
personal or entity unless consented to in writing by 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 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.
(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 (collectively referred to as " Prior
Inventions "), which belong tome, which relate to the Company's
proposed business, products or research and development, and which
are not assigned to the Company hereunder; 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
a Company product, process or machine a Prior Invention 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 Prior Invention 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 that 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 an 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 countries, including the disclosure to the
Company of all pertinent information and data with respect thereto,
the execution of all applications, specifications, oaths,
assignments and all other instruments which the Company shall deem
necessary in order to apply for and obtain such rights and in order
to assign and convey to the Company, its successors, assigns and
nominees the sole and exclusive rights, title and interest in and
to such Inventions, and any copyrights, patents, mask work rights
or other intellectual property rights relating thereto. I further
agree that my obligation to executive or cause to be executed, when
it is in my power to do so, any such instrument or papers shall
continue after the termination of this Agreement; provided
however , the Company shall compensate me: (i) at a
reasonable rate (which shall equal the employee's hourly rate at
the time of such termination) after my termination for the time
actually spent by me at the Company's request on such assistance
and (ii) for any other reasonable, pre-approved, expense
incurred by me during such assistance. If the Company is unable
because of my mental or physical incapacity or for any other reason
to secure my signature to apply for or to pursue any application
for any United States or foreign patents or copyright
registrations covering Inventions or original works of authorship
assigned to the Company as above, then I hereby irrevocably
designate and appoint the Company and its duly authorized officers
and agents as my agent and attorney in fact, to act for and in my
behalf and stead to execute and file any such applications and to
do all other lawfully permitted acts to
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