EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENTInvention Assignment Agreement |
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Exhibit 10.3
GILEAD SCIENCES, INC.
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENT
This Employee Confidential Information and Inventions Agreement (the “Agreement”) is effective as of [date] (the “Effective Date”) between me and Gilead Sciences, Inc., a Delaware corporation (together with its affiliates and subsidiaries, “Gilead”). As a material part of the consideration for my employment or continued employment by Gilead and as a condition of my employment or continued employment by Gilead and the compensation and benefits that I am paid by Gilead, I agree as follows:
1. GENERAL. I understand that during the term of my employment I will have access to confidential and proprietary information of Gilead, including inventions that I may conceive, make or reduce to practice alone or with other Gilead employees and consultants in the course of my work as well as confidential and proprietary information of third party business partners of Gilead. I understand that my employment creates a relationship of confidence and trust with Gilead and I agree to comply with all the terms of this Agreement.
2. CONFIDENTIAL INFORMATION.
(a) Definition. Confidential and proprietary information (“Confidential Information”) means any non-public information of Gilead in any form. I understand that all of the following types of non-public information of Gilead on the list below are Confidential Information and that such list is provided to help me better understand what constitutes Confidential Information and is not a comprehensive list of all types of Confidential Information:
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(i) |
Inventions, including without limitation Gilead Inventions (as the term is defined in Section 3(c)); |
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(ii) |
business strategies and projections; |
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(iii) |
research, development or commercialization plans; |
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(iv) |
patent strategies or other information regarding Gilead’s marketed products, products or services in development, and related market information; |
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(v) |
customer lists, including without limitation information about existing and potential customers of Gilead; |
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(vi) |
formulas, analyses, designs, databases or other compilations of technical information, data or statistics, including without limitation data related to Gilead’s clinical and preclinical studies and clinical and preclinical studies of Gilead’s partners and grantees; |
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(vii) |
methods or processes to identify, validate, to produce or purify biological or chemical materials, organisms, proteins, genes, gene sequences, chemical structures, expression vectors and data, targets, product specifications and compound structures; |
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(viii) |
information relating to the regulatory status, approval or pricing of Gilead’s investigational new drugs or marketed products, including without limitation communications and correspondence with regulatory agencies; |
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(ix) |
financial information of Gilead, including without limitation identities of its third party partners, financial terms of wholesales, distributors and collaboration arrangements, forecasts, tax planning, budgets, financial analyses, pricing strategies, financial audit information, employee compensation and benefits and costs of third-party services and goods; |
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(x) |
information relating to Gilead’s employees, contractors or other service providers; |
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(xi) |
information relating to the facilities, infrastructure, machinery, equipment, computer and telephone systems, real property or other assets of Gilead; and |
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(xii) |
information relating to Gilead’s manufacturing processes, supply chain, distribution network, and sales channels. |
(b) Use of Confidential Information. I will hold all Confidential Information in the strictest confidence, will not disclose to any person who is not a Gilead employee, consultant, attorney or accountant, and except with the written permission of a duly authorized officer of Gilead, will not use any Confidential Information for the benefit of anyone (including myself) other than Gilead. I will notify an officer of Gilead immediately if I become aware of any unauthorized use or disclosure of Confidential Information. I assign to Gilead any and all rights I may have or acquire in Confidential Information and recognize that all Confidential Information and all tangible materials containing Confidential Information are and shall remain the sole property of Gilead.
(c) Former Employer Information. I represent and warrant that my employment by Gilead does not and will not breach any agreement with any of my former employers, including any non-compete agreement or any agreement or duty to keep in confidence or refrain from using information acquired by me prior to my employment by Gilead. I will not improperly use, disclose or bring into Gilead’s facilities or store on any Gilead computer any non-public, confidential or proprietary information or trade secrets of any former employer or any other person or entity to whom I have an obligation to keep in confidence such information (“Former Employer Information”) without the express prior written consent of both such former employer, person or entity and Gilead.
(d) Third Party Information. I understand that in the course of business from time to time Gilead receives confidential or proprietary information from third parties (“Third-Party Information”) and that such Third-Party Information may be subject to an agreement by Gilead to maintain the confidentiality of such Third-Party Information and to use it only for certain limited purposes. I will hold Third-Party Information in the strictest confidence, and will not disclose or use Third-Party Information except as expressly permitted by the agreement between Gilead and such third party. If required by the terms of the agreement between Gilead and a third party, I will limit internal disclosure of Third-Party Information to other Gilead personnel who need to know such information to perform his/her duties at Gilead and who are aware of Gilead’s agreement with such third party. I will notify an officer of Gilead immediately if I become aware of any unauthorized use or disclosure of Third-Party Information.
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(e) Return of Gilead Confidential Information. Upon termination of my employment at Gilead for any reason, or earlier upon Gilead’s request at any time, I will deliver to Gilead all Confidential Information and all materials, documentation and other properties of Gilead, as well as any copies, extracts, summaries or derivative works thereof, and any other materials that may embody or contain any Confidential Information or Third-Party Information, in my possession or under my control, including without limitation, those records maintained by me pursuant to Section 3(e), except that I may keep personal copies of (i) my compensation records, (ii) materials distributed to stockholders generally and (iii) this Agreement. I also recognize and agree that I have no expectation of privacy with respect to Gilead’s telecommunications, networking or information processing systems (including without limitation, stored computer files, email messages and voice messages) and that my activity and any files or messages on or using any of those systems may be subject to inspections or monitoring by Gilead’s personnel at any time without notice. If I perform any work for Gilead or related to my employment using a personal computer or storage device, I agree to notify Gilead of such use. Immediately upon termination of employment or request by Gilead, I will follow Gilead’s instructions to enable Gilead personnel to remove any Confidential Information from such computer or storage device, by the methods or processes directed by Gilead. Under no circumstance will I take any Confidential Information or Third Party Information with me when I leave Gilead. If requested, I will certify in writing to Gilead that I have complied with the obligations under this Section 2(e) within 10 days of Gilead’s request.
3. Inventions.
(a) Inventions. As used in this Agreement, the term “Inventions” means any ideas, concepts, information, materials, methods, processes, data, programs, know-how (including without limitation negative know-how), improvements, discoveries, developments, formulae, media, protocol, assays, specifications, designs, artwork, and other copyrightable work and techniques, together with all Intellectual Property Rights in any of the items listed above. The term “Intellectual Property Rights” means all trade secrets rights, copyrights, trademark rights, patent rights and other intellectual property rights recognized at any time by the laws (including statutes and common law) of any state, country or other jurisdictions.
(b) Inventions Retained and Licensed. I represent and agree that I have listed on Exhibit A to this Agreement, in a manner that does not violate any third party rights, a complete list of all Inventions that I conceived, reduced to practice, created, or otherwise developed prior to my employment with Gilead (collectively referred to as “Prior Inventions”), that belong to me (solely or jointly) and that relate to Gilead’s existing or reasonably contemplated business, products or research and development, and that are not assigned by me to Gilead under this Agreement. If I have not listed any Prior Inventions on Exhibit A, I represent and warrant that there are no Prior Inventions. Without limiting any of the other provisions in this Agreement or Gilead’s other rights and remedies, if in the course of my employment with Gilead, I incorporate into a Gilead product compound, product, candidate, method, process, database, program or service a Prior Invention owned by me or in which I have an interest, or if I disclose to Gilead my own or any third party’s confidential information or intellectual property (or if the performance of my work at Gilead requires the incorporation of such Prior Inventions), Gilead shall have and I hereby grant Gilead a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, freely sublicensable and transferable through multiple tiers, worldwide right and license to use Prior
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Inventions and all such confidential information and intellectual property rights for any purpose whatsoever, including but not limited to, the right to make, have made, modify, use, import, offer for sale, sell, copy, reproduce, distribute, reverse engineer, decompile, publicly display on any media and prepare derivative works of such Prior Invention as part of or in connection with the research, development or commercialization of such product, compound, product, candidate, method, process, database, program or service, and to practice any method related thereto.
(c) Gilead Inventions. The term “Gilead Inventions” means any and all Inventions that I may make, create, conceive, or reduce to practice, or cause to be made, created, conceived or reduced to practice, either solely or jointly, during my term of employment with Gilead to and only to the fullest extent allowed by Section 2870 of the California Labor Code (hereinafter “Section 2870”), which is attached to this Agreement as Exhibit B and incorporated herein. I acknowledge and represent that I have reviewed the provisions of Section 2870 set forth in Exhibit B (the “Limited Exclusion Notification”) and I agree that my signature on the Limited Exclusion Notification acknowledges receipt of the notification. The term “Gilead Inventions” does not include Prior Inventions, if any.
(d) Assignment of Gilead Inventions. I will promptly disclose all Gilead Inventions to Gilead. I hereby irrevocably and unconditionally assign to Gilead Sciences, Inc., or its designee, and agree never to assert against Gilead, all my right, title, and interest in and to any and all Gilead Inventions. I understand and agree that the decision whether or not to commercialize or market any Gilead Invention is within Gilead’s sole discretion and for Gilead’s sole benefit and that no royalty will be due to me as a result of Gilead’s efforts to commercialize or market any such Gilead Invention. I understand that this Agreement does not require my assignment to Gilead of an Invention which qualifies fully for protection under Section 2870. During my employment at Gilead, I will promptly and fully disclose to Gilead in writing of any Inventions made during my employment at Gilead that I believe meet the criteria in Section 2870 and were not otherwise disclosed on Exhibit A.
(e) Gilead Inventions Assigned to the United States or Third Party. If requested by Gilead, I will assign to any third party designated by Gilead, including the United States government, all my right, title, and interest in and to any particular Gilead Invention.
(f) Maintenance of Records. I will comply with all policies and procedures of Gilead relating to disclosure, documentation, storage, retention and corroboration of inventive and creative activity with which I may be involved, and I will keep and maintain adequate and current records of all Inventions made by me during the period of my employment by Gilead. The records will be available to and remain the sole property of Gilead at all times.
(g) Cooperation. I will assist Gilead in every way both during and after my employment with Gilead to obtain, maintain, enforce and defend Intellectual Property Rights arising from Gilead Inventions in any and all countries, states and other jurisdiction. I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as Gilead may reasonably request for use in applying for, obtaining, sustaining, enforcing and defending such Intellectual Property Rights relating to Gilead Inventions. I hereby irrevocably designate and appoint Gilead and each of its duly authorized officers, employees and representatives as my agent and attorney-in-fact, coupled with an interest and
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