Exhibit 10.15
PROPRIETARY INFORMATION,
INVENTIONS, AND COMPETITION AGREEMENT
AGREEMENT, dated this 30th day of
November 2006, by and between ImmunoGen, Inc., a Massachusetts
corporation having its principal place of business at 128 Sidney
Street, Cambridge, Massachusetts 02139 (the “Company”),
and Mitchel Sayare, an individual residing at 2 Avery Street, Suite
27c, Boston, MA 02111 (“Employee”).
WITNESSETH
:
WHEREAS, the Employee has been hired
by the Company to perform certain services; and
WHEREAS, the Employee may be
exposed, have access to, create or make contributions to the
Proprietary Information as defined below and/or inventions of the
Company;
NOW, THEREFORE, in consideration for
the Company’s employment of the Employee, and for other good
and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties covenant and agree as
follows:
1.
Acknowledgements
. The Employee understands and
acknowledges that:
(a)
As part of his/her services as an
employee of the Company, he/she may be exposed or have access to,
or make new contributions and inventions of value to, the past,
present and future business, products, operations and policies of
the Company.
(b)
His/Her position as an employee
creates a relationship of confidence and trust between the Employee
and the Company with respect to (i) information which is related or
applicable to the Company’s Field of Interest (as defined in
1(c) below) and the manner in which the Company engages in business
in such Field of Interest, and (ii) information which is related or
applicable to the business of the Company or any client, customer,
joint venture or other person with which the Company has a business
relationship, (a ”Business Associate”), any of
which information has been or may be made known to the Employee by
the Company (including, without limitation, any member of the
Company’s Scientific Advisory Board) or by any Business
Associate of the Company, or any of which has been otherwise
learned by the Employee as a result of or in connection with
his/her service as an employee of the Company.
(c)
The Company possesses and will
continue to possess information that has been created by,
discovered by, developed by or otherwise become known to the
Company (including, without limitation, information created,
discovered, developed or made known by the Employee related to or
arising out of his/her service as an employee of the Company)
and/or in which property rights have been assigned or otherwise
conveyed to the Company, which information has commercial value to
its business interests and/or in the Field of Interest in which the
Company is presently engaged or will be engaged. The term
“Field of Interest” shall mean the development of
products based on monoclonal antibodies or other biological
molecules capable of binding to specific tissue, or the conjugation
of monoclonal antibodies or other biological molecules capable of
binding to specific tissue with other substances, for use in the
treatment, diagnosis or prevention of cancer and/or other
diseases. During an individual’s employment, the term
“Field of Interest” may be expanded from time to time
to include such other areas of therapy,
diagnosis or prevention as may be
designated by the Company. All of the aforementioned information is
hereinafter called “Proprietary Information.” By way of
illustration, but not limitation, formulas, data, know-how,
improvements, inventions, techniques, marketing plans, strategies,
forecasts, and customer lists are Proprietary
Information.
2.
Proprietary
Information.
(a)
All Proprietary Information shall be
the sole property of the Company and its successors and assigns,
and the Company and its successors and assigns shall be the sole
owner of all patents and other rights in connection therewith. The
Employee hereby assigns to the Company any rights he/she may have
or acquire in such Proprietary Information, and agrees to take such
action and sign such documents from time to time as the Company
reasonably requires to effect or confirm such
assignment.
(b)
At all times, both during the term
of this Agreement and thereafter until such information becomes
known to the public, the Employee will, subject to the provisions
of Section 3 hereof regarding publication, keep in confidence and
trust all Proprietary Information and any other confidential
information of the Company, and he/she will not use or disclose any
Proprietary Information or anything relating to it without the
prior written consent of the Company, except as may be necessary in
the ordinary course of performing his/her duties as an employee of
the Company or as required by law; provided that if
disclosure is required by law, the Employee agrees to provide the
Company with written notice of such disclosure obligation prior to
making such disclosure and no more than two (2) days after the
Employee learns of such disclosure requirement.
(c)
All documents, records, apparatus,
equipment and other physical property, whether or not pertaining to
Proprietary Information, furnished to the Employee by the Company
or produced by the Employee or others in connection with the
Employee’s services hereunder shall be and remain the sole
property of the Company. The Employee will return and deliver such
property to the Company as and when requested by the Company.
Should the Company not so request at an earlier time, the Employee
shall return and deliver all such property upon termination of
his/her service as an employee to the Company for any reason, and
the Employee will not take with him/her any such property or any
reproduction of such property upon such termination.
3.
Inventions
.
(a)
The Employee will promptly disclose
to the Company, or any persons designated by it, all improvements,
inventions, formulas, processes, techniques, know-how and data,
whether or not patentable, made or conceived or reduced to practice
or learned by him/her, either alone or jointly with others, related
to or arising out of his/her position as an employee or which are
related to or useful in the business of the Company, or result from
tasks which have been or may be assigned to the Employee by the
Company or result from use of premises owned, leased or contracted
for by the Company (all said improvements, inventions, formulas,
processes, techniques, know-how and data being hereinafter
collectively called “Inventions”).
(b)
The Employee agrees that all
Inventions shall be the sole property of the Company and its
assigns, and the Company and its assigns shall be the sole owner of
all patents and other rights in connection therewith. The Employee
hereby assigns to the Company any rights he/she may have or acquire
in such Inventions. The Employee further agrees as to
2
all such Inventions to assist the
Company in every reasonable manner (but at the Company’s
e
