Exhibit 10.18
AGREEMENT RE: NON-COMPETITION,
NON-SOLICITATION,
NON-DISCLOSURE AND OWNERSHIP OF
INVENTIONS
Executed at Boston, Massachusetts,
as of
, 20
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BETWEEN:
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TARGANTA
THERAPEUTICS CORPORATION , a legal person incorporated under the Delaware
Business Corporations Act, having its head office and principal
place of business at 225 South East Street, Suite 390,
Indianapolis, Indiana, 46202 – 4002
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(hereinafter
“ Targanta ”)
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AND:
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[NAME OF
EMPLOYEE] , domiciled and
residing at the address indicated below his/her
signature
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(hereinafter
the “ Employee ”)
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WHEREAS Targanta wishes to hire the Employee;
WHEREAS in his/her capacity as an employee of Targanta,
the Employee hereby acknowledges that s/he may receive, initiate,
contribute to, or come in contact with Confidential Information (as
defined hereunder) and that his/her employment may include
inventing, discovering, initiating, or contributing to Confidential
Information, as an integral part thereof; and
WHEREAS the parties hereto wish to establish their
respective rights and obligations regarding the protection of the
Confidential Information and such other matters hereinafter set
forth.
NOW THEREFORE, THE PARTIES HERETO
AGREE AS FOLLOWS:
For the purposes of this Agreement,
the following definitions shall apply:
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1.1
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“
Company’s Resources ” means facilities,
materials, or personnel owned, leased, occupied, or controlled by
Targanta or its affiliates as well as the facilities, materials, or
personnel of third parties rented, leased, or otherwise hired by
Targanta or its affiliates for the conduct of aspects of the
business of Targanta;
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1.2
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“
Competing Organization ” means any person or
organization engaged in or about to become engaged in any activity
included in the Targanta Business;
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1.3
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“
Confidential Information ” means any and all knowledge
or information disclosed to or known by the Employee as a
consequence of his/her employment by Targanta or its affiliates,
including without limitation all data, trade secrets, designs,
inventions, processes, procedures, techniques, methodologies,
formulae, compositions, compounds, product samples, ideas,
know-how, production methods and processes, genetic sequences,
quality control and testing methods, specifications, software,
source codes, systems data, manufacturing information and
techniques, price lists and pricing information, costing
information and techniques, lists of sources for materials,
equipment or apparatus used or developed by Targanta or its
affiliates, supplier and customer lists and information, sales and
marketing information, financial information and records, methods
of doing business, management information, budgets, manuals,
materials, letters, notes, reports, business opportunities, and all
other information that is identified either orally or in writing as
being confidential or proprietary to Targanta or its
affiliates;
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provided however that
Confidential Information shall not
include any information that the Employee can prove was known to
him/her prior to his/her employment by Targanta or its affiliates
and that s/he was not otherwise obliged to keep confidential,
or that has passed into the public domain prior to or after
its development by or for Targanta or its affiliates other than
through unauthorized acts or omissions attributable to the
Employee, or that was subsequently obtained from a third
party and not subject to an obligation of confidentiality in favour
of the disclosing party, or that the Employee was legally
compelled to disclose.
Specific aspects or details of
Confidential Information shall not be deemed to be within the
public domain or in the possession of the Employee merely because
the Confidential Information is embraced by general disclosures in
the public domain or in the possession of the Employee. In
addition, any combination of Confidential Information shall not be
considered in the public domain or in the possession of the
Employee merely because individual elements thereof are in the
public domain or in the possession of the Employee unless the
combination and its principles are in the public domain or in the
possession of the Employee;
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1.4
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“
Employee ” includes any person with whom Targanta or
its affiliates proposes to transact business with, including, but
not limited to, employees, consultants, and advisors;
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1.5
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“
Intellectual Property ” means any intellectual
property rights recognized in any jurisdiction, including without
limitation, patents, copyrights, industrial designs, know-how and
trade secrets, that are based, in whole or in part, on any
Inventions or Confidential Information, or that are created by the
Employee with the use or assistance of Company Resources, or that
are created by the Employee as part of his/her employment by
Targanta or its affiliates;
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.2
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1.6
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“
Inventions ” means any and all inventions,
discoveries, ideas, concepts, suggestions, algorithms, programs and
improvements, whether patentable or not, including but not limited
to processes, methods, formulae, software, techniques as well as
improvements thereof or know-how related thereto, concerning any
present or prospective activities of Targanta or its affiliates
with which the Employee becomes acquainted as a result of his/her
employment by Targanta or its affiliates;
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1.7
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“
Period of Non-Competition and Non-Solicitation ” means
the period of time which is twelve (12) months from the date
of the termination or expiration of the Employee’s employment
with Targanta or its affiliates, provided that if the
Employee is terminated without Cause (as defined below) prior to a
Change of Control (as defined below), then the relevant period of
time shall be six (6) months for purposes of Section 2.1
only. “Cause” and “Change of Control” shall
have the meaning ascribed to them in the Employee’s
Employment Agreement of even date herewith;
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1.8
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“
Targanta Business ” means the business carried on by
Targanta or its affiliates consisting of (a) research and
development in finding new targets for antimicrobials, screening
libraries of compounds for activity against those antimicrobial
targets, and improving upon promisin
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