Exhibit
10.15


 


February
20, 2004


Ms. Alice Leung


 


Dear Alice:


BioMedicines, Inc. (the “Company”) is pleased to offer you employment
as President and Chief Executive Officer (“CEO”) of the Company on the
following terms:


1.     Position;
Effective Date.  As President and CEO, you will report to
the Company’s Board of Directors (the “Board”), and will perform the duties
customarily associated with this position and such other duties assigned by the
Board.  You will also be appointed to the
Board of Directors of the Company at its first regularly-scheduled meeting
following your first date of full time employment with the Company (the “Start
Date”).  You shall devote your full time
and attention during normal business hours to the business affairs of the
Company, except for reasonable vacations and periods of illness or
incapacity.  This agreement shall be
effective upon your first date of full time employment with the Company,
provided that this agreement shall not take effect if the Start Date does not
occur on or prior to March 22, 2004.


2.     Compensation
and Employee Benefits.


2.1          Base
Salary.  Your annual base salary will be $300,000,
less payroll deductions and required withholdings, paid according to the
Company’s regular payroll schedule and procedures.  At no time during your employment with the
Company will such annual base salary be reduced below $300,000 unless such
reduction is made in connection with and in an amount commensurate with an
across-the-board reduction of the salaries of senior executive employees of the
Company.


2.2          Performance
Bonus.  You will be eligible to earn an annual
performance bonus with a target of thirty percent (30%) of your annual base
salary based on the Company’s performance and your achievement of individual
performance goals in a given calendar year, as determined in good faith by the
Board in its sole discretion.  You will
be eligible for any such bonus if you are employed at the end of the bonus
period (December 31).  Any bonus payment
shall be subject to payroll deductions and required withholdings.  The Board in its sole discretion may deliver
shares of the common stock of the Company (the “Common Stock”) in payment for a
portion of such bonus, provided that the cash portion of such bonus would be
sufficient to cover your tax obligations in respect thereto.


2.3          Mortgage
Assistance Payments.
Provided that you continue to be employed by the Company, the Company will
provide you with mortgage assistance in an amount not to exceed $1,000 per
month (the “Mortgage Assistance Payment”), through December 31, 2006. In the
event that your employment with the Company terminates for any


 


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reason, the
Company will be under no obligation to make any Mortgage Assistance Payment to
you following the date of such termination.


2.4          Loan
Retirement Payment.  Within five (5) business days of the date you
commence employment with the Company (the “Start Date”), the Company will pay
you an amount equal to $100,000 (the amount of the relocation loan due to your
current employer (the “Loan”)) plus an additional amount equal to the
associated federal, state and other income taxes owed by you in connection with
the repayment of such Loan (collectively, the “Loan Retirement Amount”),
subject to payroll deductions and required withholdings, in order to fund your
repayment of such Loan.  Notwithstanding
the foregoing, the Loan Retirement Amount may be repayable by you to the
Company pursuant to Section 5 below. Except as otherwise provided herein, the
Loan Retirement Amount will not be repayable by you to the Company.


2.5          Employee
Benefits.  You shall be entitled to all benefits,
including vacation, health and disability benefits, for which you are eligible
under the terms and conditions of the standard Company benefit plans, which may
be in effect from time to time and provided by the Company to its senior
executive level employees generally.


2.6          Stock
Options.  Subject to approval by the Board at its first
regularly-scheduled meeting following the Start Date, you will be granted an
incentive stock option (to the maximum extent permitted under Section 422 of
the Internal Revenue Code (the “Code”)) to purchase that number of shares of
Common Stock which constitute four and one quarter percent (4.25%) of the “fully-diluted”
outstanding capital stock of the Company calculated as of the date of grant
(including as outstanding any outstanding but unexercised options and warrants
to purchase Company capital stock and the conversion of all preferred stock
into common stock at the then-applicable conversion rate) (which translates to
six million three hundred eighty-nine thousand one hundred fifty (6,389,150)
shares of Common Stock). The per share exercise price of such stock options
will be equal to the per share fair market value of the Common Stock on the
date of grant, as determined by the Board. 
The term of such stock option is ten (10) years, subject to earlier
expiration in the event of the termination of your continuous service with the
Company.  Such stock option is
immediately exercisable, if you elect to do so, but the portion of the
purchased shares that is unvested at the time shall be subject to repurchase by
the Company at the lower of (i) the original exercise price and (ii) the
then-fair market value of the Company’s common stock in the event that your
service with the Company terminates before you become fully vested in the
shares. If the Company’s Common Stock is publicly traded and quoted regularly
in The Wall Street Journal at the time of
option exercise, you may pay the exercise price (x) for the vested portion
of the stock option pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board that, prior to the issuance of Common
Stock, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the
Company from the sales proceeds and (y) for the vested or unvested portion
of the stock option by delivery of already-owned shares of Common Stock either
that you have held for the period required to avoid a charge to the Company’s
reported earnings (generally six (6) months) or that you did not acquire,
directly or indirectly from the Company, if and to the extent permitted by
applicable law.  The shares subject to
the grant will vest, and the Company’s repurchase right, if applicable, shall
not apply, as to the option shares in sixty (60) equal monthly installments
with the first monthly


 


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installment
vesting on the one-month anniversary of the Start Date.  Notwithstanding the foregoing, a portion of
the shares subject to your outstanding stock options may vest on an accelerated
basis pursuant to Section 6 below. 
Except as provided herein, such stock options will be subject to the
provisions of the equity incentive plan of the Company under which the options
are granted and the applicable form of stock option agreement thereunder.


3.     Other
Activities During Employment.


3.1          Activities. 
Except with the prior written consent of the Board, you will not during
your employment undertake or engage in any other employment, occupation or
business enterprise. You may engage in civic and not-for-profit activities so
long as such activities do not interfere with the performance of your job
duties.


3.2          Investment
and Interests.  Except as permitted by Section 3.3 below,
during your employment you agree not to acquire, assume or participate in,
directly or indirectly, any position, investment or interest known by you to be
adverse or antagonistic to the Company, or its business or prospects, financial
or otherwise.


3.3          Noncompetition. 
During the term of your employment by the Company except on behalf of
the Company, you will not directly or indirectly, whether as an officer,
director, stockholder, partner, proprietor, associate, representative,
consultant, or in any capacity whatsoever engage in, become financially
interested in, be employed by or have any business connection with any other
person, corporation, firm, partnership or other entity whatsoever that competes
with the Company anywhere in the world, in any line of business engaged in (or
planned to be engaged in) by the Company without the prior consent of the
Board; provided, however, that anything above to the contrary notwithstanding,
you may own, as a passive investor, securities of any entity, so long as your
direct holdings in any one such corporation do not in the aggregate constitute
more than one percent (1%) of the voting stock of such corporation or have a
value in excess of $100,000 at the time of purchase.


4.     Company
Policies; Proprietary Information and Inventions Agreement. 
You agree to execute the Company’s Proprietary Information and
Inventions Agreement, a copy of which is attached hereto as
Exhibit A.  You further agree to
abide by the Company’s rules, policies and procedures.


5.     Termination
of Employment.


5.1          At-Will
Employment Relationship.  Your employment with the
Company shall be at-will.  The Company
may terminate the employment relationship at any time, with or without Cause
(as defined below) and with or without advance notice. You may terminate the
employment relationship at any time, with or without Cause and upon sixty (60)
days advance notice to the Company, or such shorter period as the Company may
deem acceptable.


 


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5.2          Voluntary
Termination.


(a)           If you terminate your employment at any
time, without Good Reason (as defined below), you shall not be entitled to
severance pay, pay in lieu of notice or any other such compensation other than
payment of accrued salary and vacation and such other benefits as expressly
required in such event by applicable law or the terms of applicable benefit
plans.  The continued vesting of any
stock options held by you shall cease on the termination date, and your right
to exercise vested option shares shall be governed by the terms of the
Company’s applicable stock option plans and the corresponding stock option
agreements. If you terminate your employment without Good Reason prior to the
third anniversary of the Start Date, any Loan Retirement Amount paid to you
pursuant to Section 2.5 above will become due and payable by you to the Company
within ninety (90) days of the termination date.


5.3          Termination
for Cause, Death or Disability.


(a)            If the Company terminates your
employment at any time for Cause (as defined below) or if your employment is
terminated by reason of your death or disability (defined as the inability, in
the opinion of a qualified physician acceptable to the Company, to perform the
requirements of your position with the Company because of any disease or
condition for a continuous period of more than 90 days) your salary shall cease
on the date of termination and you shall not be entitled to severance pay, pay
in lieu of notice or any other such compensation other than payment of accrued
salary and vacation and such other benefits as expressly required in such event
by applicable law or the terms of applicable benefit plans.  The continued vesting of any stock options
held by you shall cease on the termination date, and your right to exercise
vested option shares shall be governed by the terms of the Company’s applicable
stock option plans and the corresponding stock option agreements. If the
Company terminates your employment for Cause prior to the third anniversary of
the Start Date, but not in the event of the termination of your employment by
reason of death or disability, any Loan Retirement Payment paid to you pursuant
to Section 2.5 above will become due and payable by you to the Company within
ninety (90) days of the termination date.


(b)           Definition
of Cause.  For purposes of this agreement, “Cause” means
the occurrence of any one or more of the following:  (i) your conviction of, or plea of no contest
with respect to, any felony; (ii) your participation in a fraud or act of
dishonesty that results in material harm to the Company; (iii) your violation
of a fiduciary duty owed to the Company; (iv) your material violation of any contract
or agreement between you and the Company, including but not limited to this
agreement or your Proprietary Information and Inventions Agreement; or (v) your
failure to comply with the direct, lawful instructions of the Board or any
action taken by you without adequate authority from the Board that has not been
cured within 30 days after notice from the Board of such failure or action.


5.4          Severance
Benefits For Termination Without Cause or Resignation for Good Reason.


(a)           If the Company terminates your employment
without Cause or you resign your employment for Good Reason (defined below),
you will receive twelve (12) months of your base salary in effect as of such
termination date. In addition you will receive an amount equal to the annual
performance bonus earned by you in the calendar year preceding such


 


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termination date.
This base salary and bonus severance will be paid according to the Company’s
payroll procedures during the twelve (12) month period following the
termination date. Payments made hereunder shall be reduced by the amounts, if
any, that you can earn from other employment during such twelve (12) month
period. You will also continue to receive the Mortgage Assistance Payments
specified in Section 2.3 above through December 31, 2006. Moreover, if you
timely elect continued coverage of your group health insurance under COBRA, the
Company will pay your premiums for COBRA coverage for up to twelve (12) months
following the termination date, provided that such payments shall cease if you
obtain full-time employment or otherwise become eligible for health care
coverage from another source within such period. Your receipt of any severance
benefits under this Section 5.4 is contingent upon your signing and making
effective the Release Agreement (attached as Exhibit B) on or after the
termination date.


(b)           Definition
of Good Reason.  For purposes of this Agreement, “Good Reason”
shall mean any one of the following events that occurs without your consent:
(i) the material reduction in your responsibilities, authorities or functions
as an employee of the Company; (ii) a reduction in your level of compensation
(including base salary, fringe benefits and target bonuses under any
corporate-performance based bonus or incentive programs, other than in
connection with a commensurate across-the-board reduction); (iii) a relocation
of your place of employment by more than fifty (50) miles; (iv) an involuntary
petition is filed against the Company (unless such petition is dismissed or
discharged within sixty (60) days) under any bankruptcy statute now or
hereafter in effect, or a custodian, receiver, trustee, assignee for the
benefit of creditors (or other similar official) is appointed to take
possession, custody or control of any property of the Company; (v) the Company
files any petition or action for relief under any bankruptcy, reorganization,
insolvency or moratorium law or any other law for the relief of, or relating
to, debtors, now or hereafter in effect, or makes any assignment for the
benefit of creditors or takes any corporate action in furtherance of any of the
foregoing; or (vi) the Company’s material breach of this Agreement.  Notwithstanding the foregoing, you must
provide the Company with sixty (60) days’ advance written notice of Company’s
conduct giving rise to Good Reason (the “Cure Period”) and during the Cure
Period, the Company may attempt to rescind or correct the matter giving rise to
Good Reason.  If the Company does not
rescind or correct the conduct giving rise to Good Reason to your reasonable
satisfaction by the expiration of the Cure Period, your employment will then
terminate with Good Reason.


6.     Change
in Control.


6.1          Definition.  “Change in Control” shall mean (a) a consolidation or
merger of the Company with or into any other corporation or other entity or
person, or any corporate reorganization in which the stockholders of the
Company immediately prior to such consolidation, merger or reorganization, own
less than 50% of the voting power of the surviving entity immediately after
such consolidation, merger or reorganization, (b) a transaction or series of
related transactions to which the Company is a party in which in excess of
fifty percent (50%) of the Company’s voting power is transferred (not including
any transaction or series of transactions principally for bona fide equity
financing purposes in which cash is received by the Company or indebtedness of
the Company is cancelled or converted or a combination thereof), or (c) a sale of
all or substantially all of the assets of the Company.


 


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6.2          Stock
Options.  In the event that within twelve (12) months
following a Change in Control, the Company terminates your employment without
Cause (as defined above) or you resign for Good Reason (as defined above) (a
“Change in Control Termination”), any remaining unvested portion of all stock
options held by you shall have the vesting accelerated such that all options
are fully vested and exercisable as of the date of the Change in Control
Termination (the “Acceleration”). 
Notwithstanding the foregoing, if your employment is terminated by the
Company without Cause prior to a Change in Control and the Board determines
that such termination (i) was at the request of a third party who has
indicated an intention or taken steps reasonably calculated to effect a Change
in Control and who subsequently effectuates a Change in Control or
(ii) otherwise occurred in connection with, or in anticipation of, a Change
in Control which actually occurs, then, your termination of employment shall be
deemed a Change in Control Termination and you will be entitled to receive the
Acceleration.  Your receipt of the
Acceleration is contingent upon your signing and making effective the Release
Agreement (attached as Exhibit B) on or after the termination date.


6.3          Parachute
Payments.


If
any payment or benefit you would receive pursuant to a Change in Control from
the Company or otherwise (“Payment”) would (i) constitute a “parachute payment”
within the meaning of Section 280G of the Code, and (ii) but for this sentence,
be subject to the excise tax imposed by Section 4999 of the Code (the “Excise
Tax”), then such Payment shall be equal to the Reduced Amount.  The “Reduced Amount” shall be either (x) the
largest portion of the Payment that would result in no portion of the Payment
being subject to the Excise Tax or (y) the largest portion, up to and including
the total, of the Payment, whichever amount, after taking into account all
applicable federal, state and local employment taxes, income taxes, and the
Excise Tax (all computed at the highest applicable marginal rate), results in
your receipt, on an after-tax basis, of the greater amount of the Payment
notwithstanding that all or some portion of the Payment may be subject to the
Excise Tax. If a reduction in payments or benefits constituting “parachute
payments” is necessary so that the Payment equals the Reduced Amount, reduction
shall occur in the following order unless you elect in writing a different
order (provided, however, that such election shall be subject to Company
approval if made on or after the effective date of the event that triggers the
Payment): reduction of cash payments; cancellation of accelerated vesting of
stock options; reduction of employee benefits. 
In the event that acceleration of vesting of stock compensation is to be
reduced, such acceleration of vesting shall be cancelled in the reverse order
of the date of grant of your stock options (i.e., earliest granted stock
options cancelled last) unless you elect in writing a different order for
cancellation.


The
accounting firm engaged by the Company for general audit purposes as of the day
prior to the effective date of the Change in Control shall perform the
foregoing calculations.  If the
accounting firm so engaged by the Company is serving as accountant or auditor
for the individual, entity or group effecting the Change in Control, the
Company shall appoint a nationally recognized accounting firm to make the
determinations required hereunder.  The
Company shall bear all expenses with respect to the determinations by such
accounting firm required to be made hereunder.


Notwithstanding
the foregoing, you may elect to have the Payment submitted to the Company’s
shareholders for approval within the meaning of Section 280G(b)(5)(B) of
the


 


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Code.  In the event shareholder approval is obtained
in accordance with Section 280G(b)(5)(B) of the Code, the Payment will not
constitute a “parachute payment” within the meaning of Section 280G of the Code
and will not be subject to Excise Tax.  
The Company shall bear all expenses associated with submitting the
Payment to the Company’s shareholders for approval.


The accounting firm engaged to make the determinations hereunder shall
provide its calculations, together with detailed supporting documentation, to
you and the Company (i) at least twenty (20) calendar days prior to the
date on which materials are to be sent to shareholders soliciting their
approval of the Change in Control, (ii) in the event shareholder approval
of Payment will not be sought, at least ninety (90) calendar days prior to the
date on which your right to a Payment is triggered or (iii) such other time
as requested by you or the Company.  If
the accounting firm determines that no Excise Tax is payable with respect to a
Payment, either before or after the application of the Reduced Amount, it shall
furnish you and the Company with an opinion reasonably acceptable to you that
no Excise Tax will be imposed with respect to such Payment.  Any good faith determinations of the
accounting firm made hereunder shall be final, binding and conclusive upon you
and the Company.


7.     General
Provisions.


7.1          Severability. 
Whenever possible, each provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but such invalid, illegal or unenforceable provision
will be reformed, construed and enforced in such jurisdiction so as to render
it valid, legal, and enforceable consistent with the intent of the parties
insofar as possible.


7.2          Entire
Agreement.  This Agreement, together with its exhibits,
constitutes the entire and exclusive agreement between you and the Company, and
it supersedes any prior agreement, promise, representation, or statement,
written or otherwise, between you and the Company with regard to this subject
matter, including the letter dated February 19, 2004.  It is entered into without reliance on any
promise, representation, statement or agreement other than those expressly
contained or incorporated herein, and it cannot be modified or amended except
in a writing signed by you and a duly authorized officer of the Company.


7.3          Successors
and Assigns.  This Agreement is intended to bind and inure
to the benefit of and be enforceable by you, the Company and your and its
respective successors, assigns, heirs, executors and administrators, except
that you may not assign any of your duties hereunder and you may not assign any
of your rights hereunder without the written consent of the Company, which
shall not be withheld unreasonably.


7.4          Governing
Law.  All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the law of
the State of California as applied to contracts made and to be performed
entirely within California.


7.5          Arbitration. 
Any and all controversies, claims or disputes between you and the
Company (including any employee, officer, director, shareholder or benefit plan
of the


 


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Company in their
capacity as such or otherwise) arising out of, relating to, or resulting from
your employment with Company or the termination of your employment with Company
shall be submitted to and settled by binding arbitration in either the County
of Alameda in the State of California in accordance with the Commercial
Arbitration Rules then in effect of the American Arbitration Association (the
“AAA Rules”).  Arbitration will be
conducted by one arbitrator, mutually selected by you and the Company.  If you and the Company fail to mutually
select an arbitrator within a reasonable period of time, then arbitration will
be conducted by three arbitrators: one selected by you; one selected by the
Company; and the third selected by the first two arbitrators.  The final decision of the arbitrator(s) shall
be furnished to  you and the Company in
writing and shall constitute a conclusive determination of the issue(s) in
question, binding upon you and the Company and shall not be contested by either
you or the Company.  You acknowledge and
agree that you are agreeing to arbitrate disputes voluntarily and without any
duress or undue influence by the Company or anyone else. You further
acknowledge and agree that you have carefully read these terms and that you
have asked any questions needed for you to understand the terms, consequences
and binding effect of this agreement and fully understand it, including that
you are waiving your right to a jury trial. 
Finally, you agree that you have been provided an opportunity to seek
the advice of an attorney of your choice before signing up to these terms.


 


 


 


[THIS
SPACE INTENTIONALLY LEFT BLANK]


 


 


 


 


 


 


 


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To indicate your acceptance of the Company’s offer
of continued employment, please sign and date this Agreement in the space
provided below and return it to me.


Sincerely,


	
   

  
	
  BIOMEDICINES, INC.

  
	
   

  
	
  By:

  	
  /s/Bryan E. Roberts

  	
   

  
	
   

  	
  BRYAN E. ROBERTS, PH.D.

  
	
   

  	
  Director

  



 


	
  Accepted
  and agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Alice
  Leung

  	
   

  	
  2/24/2004

  
	
  ALICE LEUNG

  	
   

  	
  DATE

  



 


EXHIBIT A - Proprietary Information and
Inventions Agreement


EXHIBIT B - Release Agreement


 


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EXHIBIT A


PROPRIETARY INFORMATION AND
INVENTIONS AGREEMENT


 


10





















 


EXHIBIT B


RELEASE AGREEMENT


(To be signed on or after the Separation Date)


I understand that my employment with BioMedicines,
Inc. (the “Company”) terminated effective                              ,
           (the “Separation
Date”).  The Company has agreed that if I
choose to sign this Release Agreement (“Release”), the Company will provide
certain severance benefits (minus the required withholdings and deductions)
pursuant to the terms of the employment agreement dated February ___, 2004 (the
“Agreement”).  I understand that I am not
entitled to such severance benefits unless I sign this Release, and it becomes
fully effective.  I
understand that, regardless of whether I sign this Release, the Company will
pay me all of my accrued salary and vacation through the Separation Date, to
which I am entitled by law.


In consideration for the severance benefits I am
receiving under the Agreement, as described therein, I hereby agree to release
the Company and its officers, directors, agents, attorneys, employees,
shareholders, parents, subsidiaries, affiliates, successors, and assigns, of
and from any and all claims, liabilities, demands, causes of action, costs,
expenses, attorneys’ fees, damages, indemnities and obligations of every kind
and nature, in law, equity, or otherwise, known or unknown, suspected and
unsuspected, disclosed and undisclosed, liquidated or contingent, arising out
of or in any way related to agreements, events, acts or conduct at any time
prior to and including the execution date of this Release, including but not
limited to:  any and all such claims and
demands directly or indirectly arising out of or in any way connected with my
employment with the Company or the termination of that employment; claims or
demands related to salary, bonuses, commissions, incentive payments, stock,
stock options, or any ownership or equity interests in the Company, vacation
pay, personal time off, fringe benefits, expense reimbursements, severance
benefits, or any other form of compensation; claims pursuant to any federal,
any state or any local law, statute, common law or cause of action including,
but not limited to, the federal Civil Rights Act of 1964, as amended; the
federal Americans with Disabilities Act of 1990; the federal Employee
Retirement Income Security Act; the federal Age Discrimination in Employment
Act of 1967, as amended (“ADEA”); the California Fair Employment and Housing
Act, as amended; tort law; contract law; wrongful discharge; discrimination;
harassment; fraud; misrepresentation; defamation; libel; emotional distress;
and breach of the implied covenant of good faith and fair dealing.


In releasing claims unknown to me at present, I am
waiving all rights and benefits under Section 1542 of the California Civil
Code, and any law or legal principle of similar effect in any
jurisdiction:  “A general
release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor.”


I acknowledge that I am knowingly and voluntarily
waiving and releasing any rights I may have under the ADEA and that the
consideration given for the waiver in the above paragraphs is in addition to
anything of value to which I was already entitled.  I have been advised by this writing, as
required by the ADEA, that:  (a) my
waiver and release do not apply to any claims that may arise after my signing
of this Release; (b) I should consult with an attorney prior to signing
this Release; (c) I have twenty-one (21) days within which to consider
this Release


 


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(although I may choose to voluntarily sign this
Release earlier); (d) I have seven (7) days after I sign this Release to revoke
it; and (e) this Release will not be effective until the eighth day after this
Release has been signed by me.


I accept and agree to the terms and conditions stated above:


	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Alice Leung

  



 


 


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PROPRIETARY
INFORMATION AND INVENTIONS AGREEMENT


 


 


February 20,
2004


 


BioMedicines, Inc.


2000 Powell
Street, Suite 1640


Emeryville, CA
94608


 


To:                              BioMedicines
Management


 


The following confirms an
agreement between me and BioMedicines, Inc., a Delaware corporation (the “Company,”
which term includes the Company’s subsidiaries, successors and assigns), which
is a material part of the consideration for my employment by the Company:


 


1.                                      “Proprietary
Information” is information that was or is developed by, became or becomes
known by, or was or is assigned or otherwise conveyed to the Company, and which
has commercial value in the Company’s business. Proprietary Information
includes, without limitation, trade secrets, financial information, product
plans, customer lists, marketing plans and strategies, forecasts and other
business information, improvements, inventions, business strategies, formulas,
product ideas, works of authorship, processes, copyrightable or patentable
material, schematics, biological material (including cell lines, antibodies,
c-DNAs, antisense nucleotides, proteins, vectors, new chemical entities, media,
reagents and related materials) and techniques for their handling and use,
computer programs, algorithms, techniques, schematics, know-how and data, and
any other confidential or proprietary information of the Company or its
customers or clients which I have been, or may be exposed to, or have learned
or may learn of from time to time in connection with or as a result of my
capacity as a consultant to the Company or during the term of this Agreement.
Proprietary Information shall not include information that is through no
improper action or inaction by me, generally available to the public. I
understand that my employment creates a relationship of confidence and trust
between me and the Company with respect to Proprietary Information of the
Company or its customers which may be learned by me during the period of my
employment.


 


2.                                      In
consideration of my employment by the Company and the compensation received by
me from the Company from time to time, I hereby agree as follows:


 


(a)                                  All
Proprietary Information and all patents, copyrights, trade secret rights, and
other rights (including throughout, without limitation, any extensions,
renewals, continuations or divisions of any of the foregoing) in connection
therewith shall be the sole property of the Company. I hereby assign to the
Company any rights I may have or acquire in such Proprietary Information. At
all times, both during my employment by the Company and after its termination,
I will keep in confidence and trust and will not use or disclose any
Proprietary Information or anything relating to it without the written consent
of the Company, except as may be necessary in the ordinary course of performing
my duties to the Company.


 


(b)                                  In
the event of the termination of my employment by me or by the Company for any
reason, I shall return all documents, records, apparatus, equipment and other


 





















 


physical
property, or any reproduction of such property, whether or not pertaining to
Proprietary Information, furnished to me by the Company or produced by myself
or others in connection with my employment, to the Company immediately as and
when requested by the Company.


 


(c)                                  I
will promptly disclose to the Company, or any persons designated by it, all “Inventions”,
which includes all improvements, inventions, formulas, ideas, works of
authorship, processes, computer programs, algorithms, techniques, schematics,
know-how and data, whether or not patentable, made or conceived or reduced to
practice or developed by me, either alone or jointly with others, during the
term of my employment and for three (3) months thereafter. To the extent the
Company does not have rights therein hereunder, such disclosure shall be
received by the Company in confidence and does not extend the assignment made
in Section (e) below.


 


(d)                                  During
the term of my employment and for one (1) year thereafter, I will not encourage
or solicit any employee of the Company to leave the Company for any reason or
to devote less than all of any such employee’s efforts to the affairs of the
Company, provided that the foregoing shall not affect any responsibility I may have
as an employee of the Company with respect to the bona fide hiring and firing
of Company personnel.


 


(e)                                  I
agree that all Inventions which I make, conceive, reduce to practice or develop
(in whole or in part, either alone or jointly with others) during my employment
shall be the sole property of the Company to the maximum extent permitted by Section 2870
of the California Labor Code, a copy of which is attached herewith, and to the
extent permitted by law shall be “works made for hire”. The Company shall be
the sole owner of all patents, copyrights, trade secret rights, and other
intellectual property or other rights in connection therewith. I hereby assign
to the Company any rights I may have or acquire in such Inventions. I agree to
perform, during and after my employment, all acts deemed necessary or desirable
by the Company to permit and assist it, at the Company’s expense, in obtaining
and enforcing patents, copyrights, trade secret rights or other rights on such
Inventions and/or any other Inventions I have or may at any time assign to the
Company in any and all countries. Such acts may include, but are not limited
to, execution of documents and assistance or cooperation in legal proceedings.
With respect to any and all matters arising out of or relating to my employment
or consultancy with the Company, I hereby irrevocably designate and appoint the
Company and its duly authorized officers and agents, as my agents and
attorneys-in-fact to act for and in my behalf and instead of me, to execute and
file any applications or related filings and to do all other lawfully permitted
acts to further the prosecution and issuance of patents, copyrights, trade
secret rights or other rights thereon with the same legal force and effect as
if executed by me.


 


(f)                                    I
attach hereto a complete list of all Inventions or improvements to which I
claim ownership and/or that I desire to remove from the operation of this
Agreement, and I covenant that such list is complete. If no such list is
attached to this Agreement, I represent that I have no such Inventions and
improvements at the time of signing this Agreement. I understand that any such
list shall not contain information that breaches an obligation of
confidentiality with a former employer.


 


(g)                                 I
represent that my performance of all the terms of this Agreement will not
breach any agreement or obligation to keep in confidence proprietary
information acquired by


 


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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 or in conflict with my employment with the
Company.


 


3.                                      In
consideration of the foregoing, the Company agrees that it will not request as
part of my employment that I divulge or make use of confidential information of
any of my former employers that has commercial value to the former employer who
developed such information.


 


4.                                      This
Agreement shall be effective as of the first day of my employment by the
Company, and shall be binding upon me, my heirs, executors, assigns, and
administrators and shall inure to the benefit of the Company, its subsidiaries,
successors and assigns.


 


Accepted and
Agreed to:


 


	
  Dated:

  	
  2/24/04

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Karling
  Alice Leung

  	
   

  	
  By:

  	
  /s/ James Ahlers

  	
   

  
	
  Karling Alice
  Leung

  	
   

  	
   

  	
  Jams Ahlers

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
  BioMedicines, Inc.

  
							



 


3





















 


EXHIBIT A


 


1.                                      The
following is a complete list of all inventions or improvements relevant to the
subject matter of my employment by BioMedicines, Inc. (the “Company”) that have
been made or conceived or first reduced to practice by me alone or jointly with
others prior to my employment by the Company that I desire to remove from the
operation of the Company’s Proprietary Information and Inventions Agreement.


 


ý                                    No inventions or
improvements.


 


2.                                      I
propose to bring to my employment the following materials and documents of a
former employer:


 


ý                                    No materials or
documents.


 


 


	
  /s/ Karling
  Alice Leung

  	
   

  



 


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EXHIBIT
B


 


§2870.
Application of provision providing that employee shall assign or offer to
assign rights in invention to employer.


 


(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


 


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