Severance Agreement - Large Scale Biology Corp. and Norman G. Anderson
LARGE SCALE BIOLOGY CORPORATION
3333 Vaca Valley Parkway, Suite 1000
Vacaville, California 95688
June 4, 2002
Norman G. Anderson, Ph.D.
11005 Waycroft Way
Rockville, Maryland 20852
Dear Dr. Anderson:
Large Scale Biology Corporation ("LSBC") and you have agreed that you
will resign as the Chief Scientist of the Proteomics Division of LSBC upon the
following terms and conditions:
1. Effective June 4, 2002 (the "Termination Date"), you hereby resign
from all positions you then occupy as an employee or officer of, and you hereby
terminate your employment with, LSBC and any subsidiary or affiliate of LSBC. As
used in this Agreement, "subsidiary" and "affiliate" mean, with respect to LSBC,
any company controlled by, controlling or under common control with LSBC.
2. Subject to the terms of this Agreement, LSBC will pay you an amount
representing your salary, at your current salary rate of $200,000.00 per year,
for the 10-month period commencing June 4, 2002, and ending April 3, 2003
(together with the Accrued Obligations (as defined below), the "Severance
Payment"). LSBC shall pay you, in a lump sum on the eighth day after you have
signed this Agreement and returned it to LSBC, the Severance Payment and the
Remaining License Payment (as defined in Section 6(b)(i)) without any set-off or
reduction of any kind, except as provided in Section 4 hereof. The Severance
Payment shall be in lieu of any payment to which you may have been entitled
under the Employment Agreement dated January 25, 1999 (the "Employment
Agreement"), among you and LSBC (formerly known as Biosource Technologies, Inc.,
successor by merger to Large Scale Biology Corporation). In addition, we will,
if so permitted under the terms of the LSBC long-term disability plan, continue
your coverage under such plan for the period after the Termination Date until
the earlier of (x) April 3, 2003 and (y) the date you become eligible under a
long term disability plan offered by a third party (the "Extended Disability
Coverage Period") In the event that we are unable to continue your long-term
disability coverage under the terms of the LSBC group plan as aforesaid, we will
pay to you during the Extended Disability Coverage Period the monthly cost to
LSBC that would have been incurred in the event that we had been able to arrange
for such continued coverage under the terms of such long-term disability plan.
As used in this Agreement, "Accrued Obligations" shall mean a payment at your
salary rate then in effect
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in lieu of any accrued but unused vacation through the Termination Date, in
accordance with the applicable plans, policies, programs and practices of LSBC,
which has not previously been paid.
3. The provisions of this Agreement are not intended to, nor shall
they be construed to, require that you mitigate the amount of any payment by
LSBC to you provided for in this Agreement by seeking, accepting or performing
other employment, nor shall the amount of any payment by LSBC to you provided
for in this Agreement be reduced by any compensation earned by you as a result
of your employment by another employer or otherwise, including without
limitation pursuant to the Consultancy Agreement dated the date hereof (the
"Consultancy Agreement"), between you and LSBC; provided that, if you engage or
have engaged in any activity that would be prohibited by the confidentiality and
non-solicitation provisions contained in Section 5 hereof, or engaged prior to
the Termination Date in any activity that was prohibited by the non-competition
provisions of Section 6 or Section 7 of the Employment Agreement, in addition to
any other remedies that LSBC may have in law or equity, you shall return to LSBC
the Severance Payment.
4. LSBC shall have the right to deduct from all payments under this
Agreement, whether in cash, stock or other property, amounts required to be
withheld by LSBC under applicable tax, social security or other laws requiring
such withholding.
5. (a) You acknowledge and recognize your possession of secret,
confidential or proprietary information pertaining to the business of LSBC, its
affiliates or subsidiaries (including without limitation, trade secrets,
technology, know how, designs, specifications, software, source code, protocols,
algorithms, business strategies or plans, or other intellectual property) and
acknowledge the highly competitive nature of the business of LSBC and its
affiliates and subsidiaries and accordingly agree that, for and in consideration
of the payments and promises made by LSBC herein and other good and valuable
consideration, including the Severance Payment and the termination of your
obligations under the Employment Agreement, you will not, during the ten-month
period commencing on the Termination Date:
(i) either individually or as an officer, director, stockholder,
member, partner, agent, employee, co-venturer, consultant or principal of
another business firm, directly or indirectly solicit (A) any current
customer or strategic partner of LSBC or any of its affiliates or
subsidiaries (other than any government agency or instrumentality thereof,
except as provided in clause (ii) below) for any purpose directly or
indirectly competitive with any aspect of the business of LSBC or any of
its affiliates or subsidiaries or (B) any employee, consultant or other
representative or agent of LSBC or any of its affiliates or subsidiaries to
leave the employment of, or otherwise cease to provide services to or on
behalf of LSBC or any of its affiliates or subsidiaries and you hereby
represent that up to and including the Termination Date, you have not
violated Section 6 or Section 7 of the Employment Agreement; or
(ii) whether directly or indirectly and whether independently or in
support of an application submitted by any entity other than LSBC, apply
for or accept funds from any grant, award, or other form of support from
any government agency or instrumentality thereof in connection with the
research, development, commercialization or other support for any program
or technology aimed at fast response to biological
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terrorism, specifically including, but without limitation, any such grants,
awards or other support issued pursuant to Section 319F(h) of the Public
Health Service Act, as amended by H.R. 3448 [PL Cite to follow on signature
by President Bush], in respect of the development of "priority
countermeasures" as defined therein, except in accordance with the
following procedure:
(A) you will submit to LSBC in writing any application or other
proposed submission seeking such funding for LSBC's review
prior to submitting any such proposal to a prospective
funding entity or agency, and
(B) if LSBC so elects within thirty days following receipt of
your written proposal, you will permit LSBC to register on
such application or other proposed submission as a
co-applicant and co-developer with you for such funding and
any services or products developed therefrom, and in such
case each of you (collectively with any other co-applicant)
and LSBC (individually) will (unless you and LSBC may
otherwise agree on alternative ownership and development
partnering arrangements in respect of such application)
share equally (x) the research and development
responsibilities under the proposed project and (y) the
rights of ownership in respect of any intellectual property
and other results of any such research or development
project funded thereby; and
(C) if LSBC declines the opportunity to be registered as a
co-applicant and co-developer on (or fails to so notify you
within thirty days after LSBC's receipt of) your proposed
application or submission, you will be free to submit such
application or other submission and receive any funding
awarded in connection therewith without regard to this
Section 5(a)(ii) (but without prejudice to any of your
other obligations hereunder or in any other agreement with
LSBC).
For the avoidance of doubt, nothing in this Section 5(a)(ii) shall
constitute a license or other grant to you of rights to exploit or
otherwise make use of any LSBC intellectual property or other proprietary
information in connection with any such application or submission, except
on such terms as LSBC may otherwise expressly agree with you in its sole
discretion (whether in connection with a joint application described in
clause (B) above or otherwise), or otherwise require LSBC to offer to
include you, any strategic partner of yours, or any other individual or
entity with whom you are affiliated whether individually or as an officer,
director, stockholder, member, partner, agent, employee, co-venturer,
consultant or principal, in an application or other submission proposed to
be submitted by LSBC or its affiliates or other strategic partners.
(b) You further covenant and agree that you will not divulge (except
as may be permitted pursuant to the Consultancy Agreement) any secret,
confidential or proprietary information pertaining to the business of LSBC or
any of its affiliates or subsidiaries (including without limitation, trade
secrets, technology, know how, designs, specifications, software, source
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code, protocols, algorithms, business strategies or plans, or other intellectual
property), unless first approved in writing by LSBC. For purposes of this
Agreement, the term secret, proprietary or confidential information does not
include any information that is or becomes generally available to and known by
the public (other than as a result of an unpermitted disclosure directly or
indirectly by you or any third party).
(c) You recognize that LSBC, and its affiliates and subsidiaries, have
received from third parties confidential or proprietary information of such
third parties subject to a duty on the part of LSBC and its affiliates and
subsidiaries to maintain the confidentiality of such information and to use it
only for certain limited purposes. You agree that, insofar as you are aware of
the confidential status of such information, you owe LSBC and such affiliates
and subsidiaries an ongoing duty to hold all such confidential or proprietary
information in confidence and not to disclose it to any person, firm or
corporation or to use it except as necessary in connection with the Consultancy
Agreement or as required by law.
6. (a) You hereby confirm that you are and shall remain bound by the
terms and provisions of the Proprietary Information and Inventions Agreement,
dated February 10, 1999 (the "Inventions Agreement"), between you and LSBC
(formerly known as Biosource Technologies, Inc.), a copy of which is attached as
Exhibit A hereto, and you further acknowledge and agree that the Inventions
Agreement shall be deemed an essential element of this Agreement and shall
remain in full force and effect, to the extent necessary to maintain and
preserve the effect of such Inventions Agreement in respect of matters arising
prior to the Termination Date (and, with respect to matters arising after the
Termination Date, solely as provided therein) following the execution hereof.
You represent and warrant that you have not violated any of the terms of the
Inventions Agreement.
(b) You and LSBC hereby amend the License and Consulting Agreement,
dated March 1, 1999 (the "License Agreement"), between LSBC (formerly known as
Biosource Technologies, Inc.) and you, a copy of which is attached as Exhibit B
hereto, as set forth below. You acknowledge and agree that LSBC is a successor
to the Company (as defined in the License Agreement) as contemplated by Section
13 of the License Agreement. You further acknowledge and agree that the License
Agreement, as amended hereby, shall be deemed an essential element of this
Agreement and, except as amended hereby, shall remain in full force and effect
following the execution hereof; provided that each of you and LSBC acknowledge
and agree that Sections 4, 5 and 7 of the License Agreement have been fully
performed and are of no further force and effect. You represent and warrant that
you have not violated any of the terms of the License Agreement. LSBC and you
hereby amend the License Agreement as follows:
(i) The words "paid in full" in Section 6 of the License Agreement are
deleted and replaced with the following:
June 1, 2002, for a total of Two Hundred Sixty-Six Thousand, Six
Hundred Eighty Dollars ($266,680), and the remaining One Hundred
Thirty-Three Thousand, Three Hundred Twenty Dollars ($133,320)
(the "Remaining License Payment") shall be paid in a lump sum in
accordance with the provisions of Section 2 of the
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letter agreement, dated June 4, 2002 (the "Severance Agreement"),
between the Consultant and the Company.
(ii) Section 11 is deleted in its entirety and replaced with the
following: [RESERVED].
7. You further agree and covenant that:
(a) unless required by law, and until such time (if ever) as this Agreement
is filed by LSBC with the United States Securities and Exchange Commission, you
shall not disclose the terms and conditions of this Agreement to anyone other
than your immediate family, tax advisor, lender or legal counsel (each a
"permitted person"), or a governmental taxing authority or auditor; provided
that if you are asked about the terms of your separation from LSBC you may say
that you and LSBC have agreed to a fair severance arrangement in connection with
a restructuring of the proteomics division of LSBC;
(b) upon making any such permitted disclosure, you shall immediately
instruct your immediate family, tax advisor, lender and legal counsel not to
disclose the terms and conditions of this Agreement to anyone other than LSBC or
a government taxing authority or auditor;
(c) on or promptly after the Termination Date, you will provide to LSBC a
reasonably detailed inventory of all records, files, notes, memoranda, reports,
work product and similar items, and any manuals, drawings, sketches, plans, tape
recordings, computer programs, disks, cassettes and other physical
representations of any information, relating to LSBC or any of its affiliates or
subsidiaries, or to the business of LSBC or any of its affiliates or
subsidiaries, whether or not constituting confidential information (the "Data
Inventory"). You hereby represent and warrant that the Data Inventory shall upon
delivery represent a complete and accurate inventory of the aforesaid materials
in your possession. Within five business days following your receipt from the
Chairman of LSBC of a return copy of such Data Inventory specifying those
elements that are to be returned to LSBC, you shall return to LSBC all of the
items so marked for return on such Data Inventory, together with any other
property then in your possession belonging to LSBC or any of its affiliates or
subsidiaries, except as LSBC may otherwise expressly agree be retained for your
temporary use in connection with the performance of the Consultancy Agreement;
and
(d) you shall not make any untruthful, defamatory or disparaging statements
about LSBC or any of its affiliates or subsidiaries, or their respective
management teams, employees, intellectual property, business methods,
strategies, plans or prospects to any clients, competitors, suppliers, employees
or former employees of LSBC or any of its affiliates or subsidiaries or to any
other persons (including but not limited to government agencies, health-related
professionals, researchers or other members of the academic or scientific
communities, the press or other media).
(e) LSBC shall not make any untruthful, defamatory or disparaging
statements about you to any of your clients, competitors, suppliers, employers
or prospective employers or other persons (including but not limited to the
press or other media); it being
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understood that LSBC shall have the right to issue press releases in connection
with this Agreement and the Consulting Agreement; provided that LSBC shall use
its reasonable efforts to provide you with advance drafts of any such press
releases for your reasonable review and comment prior to their release.
8. From and after the date of this Agreement until the close of the
next annual meeting of the stockholders of LSBC, including all adjournments
thereof, you agree that:
(a) in exercising the voting rights with respect to any securities of
LSBC (whether common stock, preferred stock or other equity securities of LSBC
or securities, rights, options or warrants convertible into or exchangeable or
exercisable therefor now outstanding or outstanding at any time after the date
of this Agreement, including without limitation upon the conversion, exercise or
exchange of such securities or options or warrants or preemptive rights to
acquire the same) owned by you or in respect of which you have the power to
direct the voting, on the election of directors, whether at an annual or special
meeting of the Company, whether by written consent, proxy or otherwise, and
whether or not at an adjourned meeting, you shall not vote such securities, or
cause such securities to be voted, in opposition to the election of any director
endorsed by the board of directors of LSBC; and
(b) you will not, either individually or together with any other
"person" (as such term is used in Section 13(d) of the Securities Exchange Act
of 1934, as amended) (i) acquire or seek to acquire, directly or indirectly,
beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended, except that for purposes of this Section 8(b) such person
shall be deemed to have "beneficial ownership" of all shares that any such
person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of more than 50% of
the total voting power of the voting securities of LSBC or (ii) tender any LSBC
securities owned by you in connection with any transaction not endorsed by the
board of directors of LSBC; it being understood that you are not otherwise
prohibited from selling LSBC securities in the open market in accordance with
law, other than in any transaction or series of transactions not endorsed by the
board of directors of LSBC by which any individual or group acquires or seeks to
acquire control of LSBC or its management, board of directors or policies.
9. (a) (i) For and in consideration of the payments and promises made
by LSBC herein and other good and valuable consideration, you hereby waive,
release and forever discharge LSBC and its affiliates and subsidiaries, and
LSBC's and its affiliates' and subsidiaries' divisions, branches,
predecessors, successors, assigns, directors, officers, employees, agents,
partners, members, controlling stockholders, representatives and attorneys,
in their individual and representative capacities (collectively, the "LSBC
Releasees") of and from any and all actions, causes of action, suits,
debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, claims and
demands whatsoever, in law, admiralty or equity, whether known or unknown,
suspected or unsuspected, of every kind and nature whatsoever, which may
now exist or which may later arise, including without limitation under
Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C.ss.2000 et
seq.; the Fair Labor Standards Act, as amended, 29 U.S.C.ss.201 et seq.;
the Age
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Discrimination in Employment Act, 29 U.S.C. ss.621 et seq.; the
Americans With Disabilities Act, 42 U.S.C. ss.1001 et seq. and
ss.12,112 et seq.; the Employee Retirement Income Security Act of
1974, as amended, 29 U.S.C. ss.1001 et seq.; the Reconstruction Era
Civil Rights Act, as amended, 42 U.S.C. ss.1981 et seq.; the Maryland
Fair Employment Practices Act, and all other federal, state, county
and local laws, statutes, rules or regulations of any type or
description, including contract law, tort law, employment
discrimination law, civil rights laws, express or implied covenants of
good faith or fair dealing, and otherwise, regarding employment
discrimination or the employment of labor, or otherwise, which you or
your heirs, executors, administrators, successors and assigns ever
had, now have or hereafter can, shall or may have against the LSBC
Releasees or any of them for, upon or by reason of any matter, cause
or thing whatsoever, from the beginning of the world to the day of the
date of this Agreement, including, without limitation, anything
arising from or related to your employment relationship with LSBC or
any of its affiliates or subsidiaries, or the termination thereof,
except as otherwise provided in this Agreement. Without limiting the
generality of the foregoing, except as expressly set forth in this
Agreement, you expressly waive any claim under the Employment
Agreement, under Section 4, 5, 7 or 11 of the License Agreement (it
being understood that claims under the other provisions of the License
Agreement, as amended by this Agreement, are not being released), or
for reinstatement of employment, backpay, interest, bonuses, damages,
accrued vacation, accrued sick leave, medical, dental, optical or
hospitalization benefits, accidental death and dismemberment coverage,
long term disability coverage, stock, options or other interests in
LSBC or any affiliate or subsidiary, life insurance benefits,
overtime, severance pay and/or attorneys' fees or costs with respect
to or derivative of such employment with LSBC or its affiliates or
subsidiaries, or the termination thereof.
(ii) For and in consideration of the payments and promises made
by you herein and other good and valuable consideration, LSBC hereby
waives, releases and forever discharges you, your heirs, legatees,
executors, administrators and legal representatives (collectively, the
"Employee Releasees") of and from any and all actions, causes of
action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims and demands in law, admiralty or equity,
whether known or unknown, suspected or unsuspected, of every kind and
nature whatsoever, from the beginning of the world to the day of the
date of this Agreement, but specifically excluding from the scope of
such waiver, release and discharge any matter sounding in fraud or
misappropriation or arising out of your criminal conduct or your other
knowing and intentional infliction of material harm to LSBC or its
business.
(b) Notwithstanding anything to the contrary set forth in this
Section 9, you do not release, waive or discharge the LSBC Releasees from (i)
any claims to enforce this Agreement, the Consultancy Agreement or (except as
provided in Section 9(a)(i) above) the License Agreement, as amended by this
Agreement or (iii) any claims for indemnification (including, without
limitation, reasonable attorneys' fees and expenses) or contribution with
respect to any liability or expense incurred by you as a director, officer or
employee of LSBC in accordance with the terms of any indemnity provided to you
during your service in such
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positions as in effect on the Termination Date; and (ii) LSBC does not release,
waive or discharge any Employee Releasee from (x) any claims to enforce this
Agreement, the Consultancy Agreement, the License Agreement or the Inventions
Agreement or (y) any claims for indemnification (including, without limitation,
reasonable attorney's fees and expenses) or contribution with respect to your
service as a director, officer or employee of LSBC in accordance with the terms
of LSBC's policies as in effect on the Termination Date.
(c) For the purpose of implementing a full and complete release and
discharge of the LSBC Releasees, you expressly acknowledge that this Agreement
is intended to include in its effect, without limitation, all claims or other
matters described in this Section 9 that you do not know or suspect to exist in
your favor at the time of execution hereof, and that this Agreement contemplates
the extinguishment of any and all such claims or other such matters.
10. (a) You hereby represent that you have not filed or commenced any
proceeding against any of the LSBC Releasees, and except as provided in Section
9(b), hereby covenant and agree not to file or commence any proceeding against
LSBC or any other LSBC Releasee with respect to your employment with LSBC or any
affiliate or subsidiary of LSBC, or the termination thereof, or otherwise,
arising on or prior to the date of execution of this Agreement. You also agree
that if you breach these representations or covenants, then you authorize each
LSBC Releasee, and each LSBC Releasee shall have the right, to cause any such
proceeding to be dismissed on the grounds that you have completely released and
waived such proceeding.
(a) LSBC hereby represents that it has not filed or commenced any
proceeding against any of the Employee Releasees, and except as provided in
Section 9(b), hereby covenants and agrees not to file or commence any proceeding
against you or any other Employee Releasee with respect to any claim released
pursuant to Section 9(a)(ii), arising on or prior to the date of execution of
this Agreement. LSBC also agrees that if it breaches these representations or
covenants, then it authorizes each Employee Releasee, and each Employee Releasee
shall have the right, to cause any such proceeding to be dismissed on the
grounds that LSBC has completely released and waived such proceeding.
11. This Agreement and all matters or issues related hereto shall be
governed by the laws of the State of Maryland applicable to contracts entered
into and performed therein (except that the Consultancy Agreement, the
Inventions Agreement and the License Agreement shall each respectively be
governed by the laws of the jurisdictions set forth in such Agreements as
provided therein). Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement. LSBC hereby consents to, and you hereby
submit your person to, the jurisdiction of the state courts of the State of
Maryland sitting in Montgomery County, and the United States District Court for
the District of Maryland, for the purposes of the enforcement of this Agreement.
All disputes under this Agreement will be determined in the Federal or State
courts within the state of Maryland sitting in or with jurisdiction over matters
arising in or relating to Montgomery County.
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12. (a) This Agreement is personal in its nature and the parties shall not,
without the prior written consent of the other, assign or transfer this
Agreement or any rights or obligations hereunder; provided, however, the
provisions hereof shall inure to the benefit of, and be binding upon, (i) each
successor of LSBC or any of its affiliates or subsidiaries, whether by merger,
consolidation or transfer of all or substantially all of its assets and (ii)
your heirs, legatees, executors, administrators and legal representatives.
(b) It is the desire and intent of the parties hereto that the provisions
of this Agreement shall be enforced to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which enforcement is
sought. Accordingly, although you and LSBC consider the restrictions contained
in this Agreement to be reasonable for the purpose of preserving LSBC's goodwill
and proprietary rights, if any particular provision of this Agreement shall be
adjudicated to be invalid or unenforceable, such provision shall be deemed
amended to delete therefrom the portion thus adjudicated to be invalid or
unenforceable, such deletion to apply only with respect to the operation of such
provision in the particular jurisdiction in which such adjudication is made. It
is expressly understood and agreed that although you and LSBC consider the
restrictions contained in Section 5 to be reasonable, if a final determination
is made by a court of competent jurisdiction that the time or territory or any
other restriction contained in this Agreement is unenforceable against you, the
provisions of this Agreement shall be deemed amended to apply as to such maximum
time and territory and to such maximum extent as such court may judicially
determine or indicate to be enforceable.
(c) Each party (the "breaching party") acknowledges that the other party's
damages at law would be an inadequate remedy for the breach by the breaching
party of its obligations under Section 5, 6, 7 or 8, and agree in the event of
such breach that the other party, without posting any bond, shall be entitled to
obtain temporary and permanent injunctive relief restraining the breaching party
from such breach and, to the extent permissible under the applicable statutes
and rules of procedure, a temporary injunction may be granted immediately upon
the commencement of any such suit. Nothing contained herein shall be construed
as prohibiting the other party from pursuing any other remedies available at law
or in equity for such breach of Section 5, 6, 7 or 8, or for any breach of any
other provision of this Agreement. The obligations contained in Sections 5(b),
5(c), 6, 7 and 8 shall survive the termination or expiration of this Agreement
and, as applicable, shall be fully enforceable thereafter in accordance with the
terms of this Agreement.
(d) This Agreement contains the entire understanding of the parties hereto
relating to the subject matter herein contained and supersede all prior
agreements or understandings between the parties hereto with respect thereto,
including, without limitation, the Employment Agreement (it being understood
that the Consultancy Agreement, the Inventions Agreement and the License
Agreement (except, as to the License Agreement, as amended by this Agreement)
shall continue in full force and effect and are not affected hereby), and can be
changed only by a writing signed by both parties hereto. No waiver shall be
effective against either party unless in writing and signed by the party against
whom such waiver shall be enforced.
13. All notices and other communications hereunder shall be deemed to be
sufficient if in writing and delivered in person or by a nationally recognized
courier service or
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duly sent by facsimile, addressed, if to you, to the address set forth above,
Facsimile No.: (301) 770-9091 and if to LSBC, to Large Scale Biology
Corporation, 3333 Vaca Valley Parkway, Suite 1000, Vacaville, California 95688,
Attention: President, Facsimile No.: (707) 446-3917, or such other address as
you or LSBC may have last furnished to the other by notice in writing. Each
notice delivered in person or by overnight courier shall be deemed given when
delivered or when delivery is attempted and refused. Each notice delivered by
facsimile transmission shall be deemed delivered on the date on which the sender
receives confirmation that such was received by the addressee if during local
business hours or on the next business day if not.
14. This Agreement may be executed in two or more counterparts, all of
which shall be considered one and the same agreement.
15. You acknowledge and agree that, in deciding to execute this Agreement,
you have relied entirely upon your own judgment, that you have read this
Agreement and have had adequate time to consider its terms and effects and to
ask any questions that you may have of anyone, including legal counsel of your
own choosing, and that you have executed this Agreement voluntarily and with
full understanding of its terms and its effects on you, and that no fact,
evidence, event or transaction currently unknown to you but which may later
become known to you will affect in any way or manner the final and unconditional
nature of this Agreement. You further acknowledge that (i) you were advised to
consult with an attorney before you executed this Agreement; (ii) you were
afforded sufficient opportunity to and did consult with an attorney; (iii) you
had an opportunity to consider this Agreement for 21 days before executing and
delivering it; and (iv) you may revoke this Agreement by delivering written
notice to LSBC within a period of seven days following the day on which you
execute this Agreement (the "Revocation Period"), and this Agreement shall not
become effective or enforceable until after the Revocation Period has expired.
For this revocation to be effective, written notice from you must be received by
LSBC at the address set forth and as provided in Section 13 no later than the
close of business on the seventh day after you sign this Agreement. If you
revoke this Agreement, you will not receive any of the payments or benefits
described in this Agreement.
BY SIGNING THIS AGREEMENT, YOU STATE THAT:
YOU HAVE READ THIS AGREEMENT AND HAVE HAD SUFFICIENT TIME TO CONSIDER ITS
TERMS;
YOU UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND KNOW
THAT YOU ARE GIVING UP IMPORTANT RIGHTS;
YOU AGREE WITH EVERYTHING IN THIS AGREEMENT;
YOU ARE AWARE OF YOUR RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS
AGREEMENT AND HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY;
YOU HAVE SIGNED THIS AGREEMENT KNOWINGLY AND VOLUNTARILY; AND
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THIS AGREEMENT INCLUDES A RELEASE BY YOU OF ALL KNOWN AND UNKNOWN CLAIMS.
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If the foregoing correctly sets forth our understanding, please sign one
copy of this Agreement and return it to the undersigned, whereupon this letter
shall constitute a binding agreement between us.
Sincerely,
LARGE SCALE BIOLOGY CORPORATION
By: /s/ John D. Fowler, Jr.
--------------------------------
John D. Fowler, Jr.
President
ACCEPTED AND AGREED:
/s/ Norman G. Anderson, Ph.D.
----------------------------------
Norman G. Anderson, Ph.D.
<PAGE>
STATE OF NEW YORK )
) ss:
COUNTY OF KINGS )
On June 11, 2002, before me personally came John D. Fowler, Jr. to me
known, who, being by me duly sworn, did depose and say that he is the President
of Large Scale Biology Corporation, located at 3333 Vaca Valley Parkway, Suite
1000, Vacaville, California 95688, the corporation described in and which
executed the foregoing instrument; and that he signed his name thereto under
authority granted by the directors of said corporation.
/s/ Marcus Montrose
--------------------------
Notary Public
[SEAL] MARCUS MONTROSE
Notary Public, State of New York
No. 01MO6072691
Qualified in Queens County
Commission Expires April 8, 2006
<PAGE>
)
District of Columbia ) ss:
COUNTY OF __________ )
On June 11, 2002, before me personally came Norman G. Anderson, Ph.D. to me
known, who, being by me duly sworn, did depose and say that he resides at 11005
Waycroft Way, Rockville, Maryland 20852, and that he is the individual described
in, and who executed, the foregoing instrument.
/s/ Brenda K. Kefauver
-------------------------
Notary Public
BRENDA K. KEFAUVER
District of Columbia
My Commission Expires
September 14, 2002
[SEAL]
<PAGE>
EXHIBIT A
BIOSOURCE TECHNOLOGIES, INC.
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
In consideration and as a condition of my employment or continued
employment by Biosource Technologies, Inc., and/or by companies which it owns,
controls, or is affiliated with, or their successors in business including but
not limited to Large Scale Biology Corporation (collectively, the "Company") in
further consideration of the receipt of a stock option from the Company, I,
Norman G. Anderson, hereby make this agreement with the Company (the
"Agreement"), provided, however, that where the terms of this Agreement conflict
with the terms of the Employment Agreement dated January 25, 1999 by and among
Large Scale Biology Corporation, Biosource Technologies, Inc. and myself (the
"Employment Agreement"), the terms of the Employment Agreement shall prevail and
further provided that where the terms of this Agreement conflict with the
License and Consulting Agreement between Biosource Technologies, Inc. and
myself, the terms of the License and Consulting Agreement shall prevail.
This Agreement also records the understanding reached between Large Scale
Biology Corporation ("LSB") and me on my first day of employment with LSB
requiring that I assign to LSB Proprietary Information hereinafter defined in
Article I and all inventions hereinafter defined in Article II that I may make,
conceive or reduce to practice during my employment with LSB. This Agreement,
therefore, is retroactive to my first day of employment with LSB with respect to
such assignments and is a material part of the consideration for my employment
by the Company and a condition of my employment and continued employment by the
Company.
I. Proprietary Information
I understand that during my employment I may produce, obtain, make known or
learn about certain information which has commercial value in the business in
which the Company is engaged and which is treated by the Company as
confidential. This information may have been created, discovered or developed by
the Company or otherwise received by the Company from third parties subject to a
duty to maintain the confidentiality of such information. All such information
is hereinafter called "Proprietary Information."
a. Proprietary Information Defined
By way of illustration, but not limitation, Proprietary Information
includes trade secrets, ideas, processes, formulas, source codes, data,
programs, other original works of authorship. know-how, improvements,
discoveries, developments, designs, inventions, techniques, marketing plans,
strategies, forecasts, new products, unpublished financial statements, budgets,
projections, licenses, prices, costs, and customer and supplier lists.
b. Assignment and Protection of Proprietary Information
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I understand that all Proprietary Information shall be the sole property of
the Company and its assigns (or, in some cases, its clients, suppliers, or
customers), and the Company and its assigns (or, in some cases, its clients,
suppliers or customers) shall be the sole owner of all patents, copyrights, and
other rights in connection therewith. I hereby assign to the Company any rights
I may have or acquire during my employment by the Company in such Proprietary
Information. At all times, both during my employment by the Company and except
as otherwise provided in the terms of the Employment Agreement or the License
and Consulting Agreement, after its termination I will keep in strictest
confidence and trust all Proprietary Information, and I will not use, reproduce
or disclose any Proprietary Information without the written consent of the
Company, except as may be necessary in the ordinary course of performing my
duties as an employee of the Company or to the extent any Proprietary
Information:
(1) is, at the time of disclosure, in the public domain;
(2) becomes part of the public domain, by publication or otherwise,
after disclosure by the Company except by my breach of this
Agreement;
(3) was already known to me at the time of disclosure by the Company
and which was not acquired, directly or indirectly, from the
Company; or
(4) is received by me after disclosure by the Company from an
independent source lawfully entitled to make such disclosure and
provided such Proprietary Information was not acquired directly
from the Company.
c. Maintenance of Records
I agree to keep and maintain adequate and current records of all
Proprietary Information developed by me (in the form of notes, sketches,
drawings and as may be specified by the Company), which records shall be
available to and remain the sole property of the Company at all times.
II. Inventions During and Immediately After My Term of Employment
I understand that during my employment or following my employment, I may
make, conceive of or reduce to practice various discoveries, developments,
designs, improvements, inventions, formulas, processes, techniques, programs,
other works of authorship, know-how and data (all of which shall be referred to
as "inventions" throuqhout this Agreement, whether or not patentable or
registrable under copyright, mask work or similar statutes).
a. Assignment of Inventions
I hereby assign and transfer to the Company my entire right, title and
interest in and to all inventions made or conceived or reduced to practice by me
either alone or jointly with others during the period of my employment with the
Company. I will, at the Company's request, promptly execute a written assignment
of title to the Company for any such invention and I will preserve any such
invention as confidential information of the Company. Notwithstanding the above,
this Agreement does not require assignment of an invention which qualifies fully
under Section 2870 of the California Labor Code, which provides as follows as of
January 1, 1987:
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"(a) Any provision in an employment agreement which provides
that an employee shall assign, or offer to assign, any of
his or her rights in an invention to his or her employer
shall not apply to an invention that the employee developed
entirely on his or her own time without using the
employer's equipment, supplies, facilities, or trade secret
information except for those inventions that either:
(1) Relate at the time of conception or reduction to
practice of the invention to the employer's
business, or actual or demonstrably anticipated
research or development of the employer.
(2) Result from any work performed by the employee for
the employer.
(b) To the extent a provision in an employment agreement
purports to require an employee to assign an invention
otherwise excluded from being required to be assigned under
subdivision (a) the provision is against the public policy
of this state and is unenforceable."
Notwithstanding the foregoing, I also hereby assign and transfer to, or as
directed by, the Company all my right, title and interest in and to any and all
inventions, full title to which is required to be in the United States by a
contract between the Company and the United States or any of its agencies.
b. Maintenance of Records
I agree to keep and maintain adequate and current records of all
inventions made by me (in the form of notes, sketches, drawings and as may be
specified by the Company) and subject to assignment to the Company pursuant to
subsection II.a. hereof, which records shall be available to and remain the sole
property of the Company at all times.
c. Disclosure of inventions
I will promptly disclose in writing to the Company all inventions made or
conceived or reduced to practice by me, either alone or jointly with others,
during the period of my employment, and for six months after termination of my
employment with the Company, whether or not I believe the inventions qualify
fully under Section 2870 of the California Labor Code. Such disclosure shall be
received in confidence by the Company.
d. Execution of Documents
I further agree, as to all inventions subject to assignment to the
Company under subsection II.a. hereof, to assist the Company in every proper way
(but at the Company's expense) to obtain and from time to time enforce patents,
copyrights, mask works, and other rights and protections relating to inventions
in any and all countries, and to that end I will execute all documents for use
in applying for and obtaining such patents, copyrights, mask works, and other
rights and protections on and enforcing inventions as the Company may desire,
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<PAGE>
together with any assignments thereof to the Company or persons designated by
it. My obligation to assist the Company in obtaining and enforcing patents,
copyrights, mask works, and other rights and protections relating to inventions
in any and all countries shall continue beyond the termination of my employment,
but the Company shall compensate me at a reasonable rate after such termination
for time actually spent by me at the Company's request on such assistance. In
the event the Company is unable, after reasonable effort, to secure my signature
on any document or documents needed to obtain or enforce any patent, copyright,
mask work, or other right or protection relating to an invention, whether
because of my physical or mental incapacity or for any other reason whatsoever,
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 application or assignment and to do all
other lawfully permitted acts to further the prosecution and issuance to the
Company of patents, copyrights, mask works, or similar protections thereon with
the same legal force and effect as if executed by me.
III. Prior Inventions
I understand that all inventions, if any, patented or unpatented, which
I made prior to my employment by the Company, are excluded from the scope of
this Agreement. To preclude any possible uncertainty, I have set forth on item
1 of Exhibit A attached hereto a complete list of all of my prior inventions,
including numbers of all patents and patent applications, and a brief
description of all unpatented inventions which are not the property of a
previous employer. I represent and covenant that the list is complete and that,
if no items are on the list, I have no such prior inventions. I agree to notify
the Company in writing before I make any disclosure of perform any work on
behalf of the Company which appears to threaten or conflict with proprietary
rights I claim in any invention or idea. In the event of my failure to give
such notice, I agree that I will make no claim against the Company with respect
to any such inventions or ideas.
IV. Conflicting Employment Obligations
a. Trade Secrets of Others
I represent that I have not brought and will not bring with me to the
Company or use in performance of my responsibilities at the Company any devices,
materials or documents of a former employer that are not generally available to
the public, unless I have obtained express written authorization from the former
employer for their possession and use. The only devices, materials or documents
of a former employer that are not generally available to the public that I will
bring to the Company or use in my employment are identified on item 2 of Exhibit
A attached hereto, and as to each such item, I represent that I have obtained
express written authorization for their possession and use in my employment with
the Company and have delivered a copy of such written authorization to the
Company.
b. Conflicting Confidentiality Agreements
I agree that during my employment with the Company, I will not breach
any obligation of confidentiality that I have to former employers. I represent
that my performance under the terms of this Agreement and as an employee of the
Company does not and will not breach any
4
<PAGE>
agreement to keep in confidence proprietary information acquired by me in
confidence or in trust prior to my employment by the Company. I have not entered
into, and I agree I will not enter into, any agreement either written or oral in
conflict herewith.
V. Government Contracts
I acknowledge that the Company from time to time may be involved in
government projects of a highly-classified nature. I further acknowledge that
the Company from time to time may have agreements with other persons or
governmental agencies which impose obligations or restrictions on the Company
regarding inventions made during the course of work thereunder or regarding the
confidential nature of such work or information disclosed in connection
therewith. I agree to be bound by all such obligations and restrictions and to
take all action necessary to discharge the obligations of the Company
thereunder.
VI. Termination of Employment
Except as otherwise provided in the terms of the Employment Agreement or
the License and Consulting Agreement, in the event of the termination of my
employment by me or by the Company for any reason, I will deliver to the Company
all documents, notes, drawings, specifications, programs, data, devices and
other materials of any nature pertaining to my work with the Company and I will
neither take with me nor recreate any of the foregoing, any reproduction of any
of the foregoing, or any Proprietary Information that is embodied in a tangible
medium of expression.
VII. Modification
This Agreement may not be changed, modified, released, discharged,
abandoned or otherwise amended, in whole or in part, except by an instrument in
writing, signed by the Company and signed by me, I agree that any subsequent
change or changes in my duties, salary or compensation shall not affect the
validity or scope of this Agreement.
VIII. Entire Agreement
It is acknowledged and agreed by myself and the Company as evidenced by
the signature hereto of its authorized representative that with respect to the
subject matter hereof this Agreement is subordinate in all of its terms to the
Employment Agreement and to the License and Consulting Agreement, except with
respect to the term of this Agreement, to the extent there is a conflict with
such documents.
IX. Severability
In the event that any paragraph or provision of this Agreement shall be
held to be illegal or unenforceable, such paragraph or provision shall be
severed from this Agreement and the entire Agreement shall not fail on account
thereof, but shall otherwise remain in full force and effect.
X. Successors and Assigns
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This Agreement shall be binding upon my heirs, executors, administrators or
other legal representatives and is for the benefit of the Company, its
successors and assigns.
XI. Governing Law
This Agreement shall be governed by the laws of the State of California.
XII. Counterparts.
This Agreement may be signed in two counterparts, each of which shall be
deemed an original and both of which shall together constitute one Agreement.
This Agreement shall be effective as of the first day of my employment by
the Company, namely:
Dated: Feb 10, 1999 By: /s/ NORMAN G. ANDERSON
---------------- ------------------------
Accepted and Agreed to:
BIOSOURCE TECHNOLOGIES, INC.
By: /s/ ROBERT L. ERWIN
----------------------------
Dated: Feb 10, 1999
--------------------------
6
<PAGE>
EXHIBIT A
TO
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
Gentlemen:
1. The following is a complete list of all inventions or improvements
relevant to the subject matter of my employment by Biosource Technologies, Inc.
(the "Company") that have been made or conceived or first reduced to practice by
me alone or jointly with others prior to my engagement by the Company:
[X] No inventions or improvements.
[_] See below:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
[_] Additional sheets attached.
2. I propose to bring to my employment the following devices, materials
and documents of a former employer that are not generally available to the
public, which materials and documents may be used in my employment pursuant to
the express written authorization of my former employer (a copy of which is
attached hereto):
[X] No materials.
[_] See below:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
[_] Additional sheets attached.
Very truly yours,
NORMAN G. ANDERSON
------------------------
7
<PAGE>
EXHIBIT B
CONFIDENTIAL
LICENSE AND CONSULTING AGREEMENT
This Agreement is made effective this First day of March 1999, between
Biosource Technologies Inc., a California corporation, hereinafter referred to
as the "Company" or "Biosource," and Dr. Norman G. Anderson hereinafter referred
to as the "Consultant."
NOW THEREFORE, in consideration of the promises and mutual undertakings
contained herein, it is mutually agreed as follows:
1. LICENSE. Consultant hereby grants Company a worldwide, exclusive license
to make, use and sell the Consultant's Inventions in the Field including the
right to sublicense. The term of said license shall continue in force until the
expiration date of the last-to-expire patent of any issued United States or
foreign patent that embodies or utilizes Consultant's Inventions or, in the
event no patent issues, for a period of twenty (20) years from the effective
date of this Agreement.
2. CONSULTANT'S INVENTIONS. The term Consultant's Inventions shall mean those
inventions (whether or not patentable), trade secrets, discoveries and know-how
related to manufacture and use of biochips or microarrays for parallel detection
of numerous proteins and software related thereto.
3. FIELD. The term Field shall mean the use of Consultant's Inventions for
bioassays including but not limited to protein identification and
quantification.
4. CONSULTANCY. The Company hereby retains Consultant and Consultant hereby
accepts such retention, commencing on March 1, 1999 and continuing for two (2)
years through February 28, 2001, unless sooner terminated, as provided in
Section 11 hereof.
5. SERVICES. Consultant shall provide consultation services to the Company as
a technical consultant in the area of protein biochip and microarray research
and development including the development of production machinery and software
related thereto.
At times mutually convenient for Consultant and the Company, Consultant
shall at the request of the Company spend up to four (4) days per quarter during
the term of this Agreement in the performance of such duties; and Consultant
agrees to meet with Company representatives at the Company's principal place of
business or at such other places as the Company may reasonably determine and at
such time as the Company may reasonably determine taking into account
Consultant's other professional obligations. The Company shall reimburse
Consultant for Consultant's reasonable travel and out-of-pocket expenses which
have been authorized by the Company.
6. LICENSE CONSIDERATION. For the license granted to the Company by
Consultant in Section 1 hereof, the Company agrees to pay Consultant the sum of
Four Hundred Thousand Dollars ($400,000) payable in equal monthly installments
of Six Thousand Six Hundred Sixty-Seven Dollars ($6,667) per month commencing on
March 1, 1999 and continuing thereafter on the first day of each succeeding
month thereafter until paid in full.
Page 1 of 4
<PAGE>
CONFIDENTIAL
7. CONSULTING CONSIDERATION. The Company agrees to pay, and Consultant agrees
to accept for Consultant's services under this Agreement during the period of
consultation, Four Thousand Dollars ($4,000) per month of service.
8. NONDISCLOSURE. Consultant shall use Consultant's best efforts and exercise
utmost diligence to protect and guard Confidential Information (as defined in
Section 15). Except as required in performance of Consultant's services for the
Company and approved in writing by the Company, Consultant will not directly,
indirectly or otherwise use, permit others to use, disseminate, disclose,
lecture upon or publish articles concerning Confidential Information.
9. INVENTIONS, ETC. All Inventions (as defined in Section 15) made, conceived
or completed by Consultant, individually or in conjunction with others, shall be
the sole and exclusive property of the Company if said Inventions are made with
the Company's Confidential Information; provided, however, that this paragraph
does not apply to any Inventions which are protected by Section 2870 of the
California Labor Code.
Consultant shall, without royalty or any other further consideration to
Consultant therefor, but at the expense to the Company:
a. As promptly as known or possessed by Consultant, disclose to the Company
all information with respect to said Inventions.
b. When requested so to do by the Company promptly execute and assign any
and all applications, assignments and other instruments which the Company
shall deem necessary to apply for and obtain letters patent of the United
States and of foreign countries for said Inventions, and to assign and
convey to the Company or the Company's nominee the sole and exclusive
right, title and interest in and to the Inventions or any applications or
patents thereon.
c. When requested so to do by the Company, deliver to the Company evidence
for interference purposes or other legal proceedings and testify in any
interference or other legal proceedings.
d. Do such other acts as may be necessary in the opinion of the Company to
obtain and maintain United States and foreign letters patent for the
Inventions.
10. NOTICE. Any written notice required or permitted to be given hereunder
shall be mailed by registered or certified mail, with return receipt requested
by cable, by radiogram, by facsimile, or delivered by hand to the party to whom
such notice is required or permitted to be given hereunder. If mailed, any such
notice shall be deemed to have been given when mailed, as evidenced by the
postmark at point of mailing. If delivered by hand, any such notice shall be
deemed to have been given when received by the party to whom notice is given, as
evidenced by written and dated receipt of the receiving party.
Any notice to the Company or any transferee or designee of the Company shall be
addressed, as follows:
Robert L. Erwin
Chairman of the Board and CEO
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<PAGE>
CONFIDENTIAL
Biosource Technologies, Inc.
3333 Vaca Valley Parkway, Suite 1000
Vacaville, CA 95688
Any notice to Consultant shall be addressed as follows:
Dr. Norman G. Anderson
Either party may change the address to which notice to it is to be addressed by
notice as provided herein.
11. TERMINATION. It is understood and agreed that if either party breaches any
of the terms or conditions of this Agreement with respect to the Consultancy,
the nonbreaching party may, without foregoing thereby any other rights or
remedies that it may have, at its option, terminate the terms of this
Agreement concerning Consultancy immediately by notice to the breaching party in
writing, by registered or certified mail, by cable, by radiogram, by facsimile,
or by hand delivery.
12. SURVIVAL OF CERTAIN AGREEMENTS. The covenants and agreements set forth in
Sections 8 and 9 shall survive termination of this Agreement and remain in full
force and effect, except that Consultant's obligation of nondisclosure of
Confidential Information shall remain in effect for a period of five (5) years
from the date of termination; provided, however, that Confidential Information
regarding trade secrets shall not be disclosed so long as such trade secrets may
be legally protected from misappropriation.
13. ASSIGNMENT AND BINDING EFFECT. This Agreement shall not be assigned without
the prior written consent of the other party, except that the Company may assign
this Agreement in whole or in part without such consent to the Company's
successor or surviving company in any consolidation, reorganization or merger,
or to the assignee of all or substantially all of the Company's assets. The
respective benefits and obligations of the parties hereto shall inure to the
benefit of and be binding upon the respective heirs, executors and assigns of
the parties.
14. ENTIRE AGREEMENT. This instrument contains the entire agreement of the
parties relating to the subject matter hereof, and supersedes all prior and
contemporaneous negotiations, correspondence, understandings and agreements of
the parties relating to the subject matter hereof. This Agreement may be amended
only by an agreement in writing, signed by both parties.
15. DEFINITIONS. As used in this Agreement:
a. "Confidential Information" means information disclosed to Consultant
during the term of this Agreement or which becomes known to Consultant as a
direct consequence of or through performance of services for the Company and
includes trade secrets or any other like information of value relating to
the business of the Company or of any corporation,
Page 3 of 4
<PAGE>
CONFIDENTIAL
directly or indirectly controlled by or controlling the Company or in which
any of the aforesaid have at least a fifty percent (50%) interest,
including, but not limited to, information relating to Inventions,
disclosures, processes, systems, methods, formulas, patents, patent
applications, machinery, materials, manufacturing techniques, research
activities and plans, cost of production, contract forms, prices, volume of
sales, promotion methods, business secrets, financial information and lists
of names or classes of customers, if the existence of such customer
relationships with the Company is not found in the public domain.
Information shall be considered, for purposes of this Agreement, to be
confidential if it is not known by the trade generally, even though such
information has been disclosed to one or more third parties pursuant to
distribution agreements, joint research agreements or other agreements
entered into by the Company or any of its affiliates. Information shall not
be considered confidential (a) if already known to Consultant at the time
of disclosure as evidenced by written records and it was not acquired
directly or indirectly from the Company; (b) if in the public domain prior
to or becomes part of the public domain after disclosure other than through
breach of this Consulting Agreement by Cousultant or unauthorized acts or
omissions of Consultant; (c) if disclosed in good faith to Consultant by an
independent third party lawfully entitled to make such disclosure and such
information was not acquired directly or indirectly from Company; (d) is
required by law or legal process to be disclosed; or (e) consent is given
in writing by the Company for diclosure.
b. "Inventions" means any and all discoveries, concepts and ideas, whether
patentable or not, including, but not limited to, processes, methods,
formulas, compositions, techniques, articles and machines, as well as
improvements thereof or know-how related thereto, relating to the business
of the Company or of any corporation directly or indirectly controlled by
or controlling the Company or in which any of the aforesaid have at least a
fifty percent (50%) ownership interest.
16. GOVERNING LAW. This Agreement shall be construed and enforced in accordance
with the laws of the State of Califronia without application of its
conflict-of-laws rules.
IN WITNESS WHEREOF, the parties have exesulted this Agreement on the dates
indicated, to be effective March 1,1999.
BIOSOURCE TECHNOLOGIES, INC. CONSULTANT
By__________________________________ /s/ Norman G. Anderson
------------------------------------
Robert L. Erwin Dr. Norman G. Anderson
Chairman of the Board a CEO
Dated: Dated: June 31, 1999
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