Exhibit 10.3
G ILEAD S CIENCES , I NC .
E MPLOYEE C ONFIDENTIAL I NFORMATION AND I NVENTIONS A GREEMENT
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. G ENERAL . 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. C ONFIDENTIAL I NFORMATION .
(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)
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Inventions,
including without limitation Gilead Inventions (as the term is
defined in Section 3(c));
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(ii)
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business
strategies and projections;
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(iii)
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research,
development or commercialization plans;
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(iv)
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patent
strategies or other information regarding Gilead’s marketed
products, products or services in development, and related market
information;
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(v)
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customer lists,
including without limitation information about existing and
potential customers of Gilead;
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(vi)
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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)
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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)
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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)
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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)
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information
relating to Gilead’s employees, contractors or other service
providers;
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(xi)
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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)
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information
relating to Gilead’s manufacturing processes, supply chain,
distribution network, and sales channels.
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(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
