Exhibit 10.614


 


	
  DATED

  	
   

  	
  2005

  



 


WITHOUT PREJUDICE AND SUBJECT TO CONTRACT


 


 


(1)  CHIRON
VACCINES HOLDING s.r.l.


 


(2)  JOHN
LAMBERT


 


 


COMPROMISE AGREEMENT


 





















 


	
  THIS AGREEMENT is made on

  	
  2005

  



 


BETWEEN:


 


(1)                                           CHIRON VACCINES HOLDING s.r.l.-UK Branch whose
registered office is at Symphony House, 
7 Cowley Business Park, High Street, Cowley, Uxbridge UB8 2AD (the “Company”);
and


 


(2)                                           JOHN LAMBERT of
[Residence address] (the “Employee”).


 


1.                                                Definitions & Purpose of Agreement


 


1.1                                          In this Agreement, the following expressions have the following
meanings:


 


	
  the Acts

  	
   

  	
  the Equal Pay Act 1970, the Employment
  Rights Act 1996, the Sex Discrimination Act 1975, the Race Relations Act
  1976, the Trade Union and Labour Relations (Consolidation) Act 1992, the
  Disability Discrimination Act 1995, the Working Time Regulations 1998, the
  National Minimum Wage Act 1998, the Public Interest Disclosure Act 1998, the
  Transnational Information and Consultation of Employees Regulations 1999, the
  Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000,
  the Fixed-term Employees (Prevention of Less Favourable Treatment)
  Regulations 2002, the Employment Equality (Sexual Orientation) Regulations
  2003 and the Employment Equality (Religion or Belief) Regulations 2003, all
  as subsequently amended from time to time;

  
	
   

  	
   

  	
   

  
	
  the Contract of
  Employment

  	
   

  	
  the contract of employment between the
  Company and the Employee dated 5 March 2001 as subsequently varied or
  amended;

  
	
   

  	
   

  	
   

  
	
  the Date of
  Termination 

  	
   

  	
  February 28, 2005

  



 


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  the Group

  	
   

  	
  means any company (wherever registered or
  incorporated) which is for the time being a subsidiary or a holding company
  of the Company or a subsidiary or holding company of any such company (as “subsidiary” and “holding company” are defined in the
  Companies Act 1985 (as amended)) or which is an associated company of any
  such company, as such term is
  defined in the Income and Corporation Taxes Act 1988 (as amended), including
  for the avoidance of doubt Chiron Corporation;

  
	
   

  	
   

  	
   

  
	
  PAYE deductions

  	
   

  	
  deductions made to comply with or to meet
  any liability of the Company to account for income tax and to comply with any
  obligation to make a deduction in respect of national insurance
  contributions;

  
	
   

  	
   

  	
   

  
	
  Pension Plan

  	
   

  	
  The executive pension plan for the Employee
  into which the Company pays £2,500 per month.

  
	
   

  	
   

  	
   

  
	
  the Solicitor

  	
   

  	
  the person named as the Solicitor in Schedule 1;

  
	
   

  	
   

  	
   

  
	
  the Termination
  Payment

  	
   

  	
  the payment referred to in Clause 4.

  



 


1.2                                 The parties have entered into this Agreement to record and implement
the terms upon which they have agreed to settle all outstanding claims which
the Employee has or may have against the Company or the Group arising out of or
in connection with or as a consequence of his employment and/or its termination
and his office as a director and/or its cessation.  The terms set out in this Agreement
constitute the entire Agreement between the parties and are without admission
of liability on the part of the Company or the Group.


 


1.3                                 The Company is entering into this Agreement for itself and as agent
for and trustee of all Group companies. Each Group company shall be able to
enforce in its own right the provisions of this Agreement which expressly or
impliedly confer a benefit on that company subject to and in accordance with
the provisions of the Contracts (Right of Third Parties) Act 1999.


 


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2.             Date
of Termination


 


The Employee’s employment with the Company
terminated on the Date of Termination. 
All Group directorships and positions of office and trust will be
terminated on or before the date of termination.


 


3.             Payments to Date of Termination


 


3.1                                 The Employee has been or will be paid his normal salary and any accrued but untaken
holiday entitlement and provided with all benefits for the period up to and
including the Date of Termination.  It is
agreed that the employee shall not be required to work for the Company or
attend its offices during the period 11th to 18th
February 2005 inclusive.


 


3.2                                 The Company will reimburse the Employee for his final expenses
incurred up to the Date of Termination within 14 days of receipt of
satisfactory evidence of expenditure in accordance with the Company’s current
expenses policy.


 


3.3                                 All sums due from the Employee to the Company will be deducted from
his final salary and/or the Termination Payment.  Any balance will be recoverable from the
Employee as a debt.            


 


4.                                       Termination payment


 


4.1                                 As compensation for termination and loss of office and without
admission of liability, within 14 days of the later of this Agreement becoming
binding in accordance with Clause 16 and the Date of Termination (and in either
case after delivery of the Employee’s P45) , the Company will pay the Employee
a Termination Payment of £900,000. 


 


5.             Pension Plan


 


Subject to Clause 4 and without prejudice to
the Employee’s accrued due pension rights and entitlement, the Employee’s
active membership of the Pension Plan will cease with effect from the Date of
Termination.  The Company will write to
the Employee in due course to inform him of his rights and options (if any) in
respect of his membership up to the Date of Termination.


 


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6.             Legal fees


 


The Company
agrees, subject to receipt of an invoice from the Employee’s Solicitor, to pay
up to a maximum of £2,000 plus VAT as a contribution towards the Employee’s
legal fees incurred exclusively in connection with the termination of his
employment and to pay it within 21 days of receipt of invoice.  Any invoice should be addressed to the
Employee but expressed to be payable by the Company and sent under private and
confidential cover to Ed Hoskin at Chiron Vaccines Human Resources, Florey
House, Robert Robertson Avenue, Oxford Science park, Oxford OX4 4GH.  Notwithstanding the termination of the
Employee’s employment, the Company undertakes and agrees that the Employee will
remain covered by the Company’s Directors and Officers Insurance in accordance
with the terms of the policy. As stated in Clause 7 of the Indemnification
Agreement of August 1, 


 


2004 between
the Employee and Chiron Corporation, the Indemnification Agreement continues in
effect after the Date of Termination.


 


7.             Taxation


 


7.1                                 The parties understand that in accordance with current tax
legislation, the first £30,000 of the total of payments made under Clause 4 above is not
subject to tax (although the Company gives no warranty to this effect) and
therefore it will be paid without deduction of tax. The balance of payments
under Clause 4 (save for any
qualifying contribution to the Pension Plan) and all other sums to be paid to
the Employee under this Agreement will be subject to PAYE deductions.


 


7.2                                 The Employee will be responsible for the payment of any tax and
employee’s national insurance contributions referable to the Termination
Payment and all other payments and the provision of benefits set out in this
Agreement in excess of any PAYE deductions made by the Company.  The Employee hereby agrees to indemnify the
Company and the Group on a continuing basis against all such liabilities,
including any interest, penalties, reasonable costs and expenses (other than
those incurred as a result of any default or delay by the Company) which any
such company may incur in respect of or by reason of such payments or the
provision of such benefits.  If the
Company becomes aware that any such liabilities may arise, it will provide as
soon as reasonably practicable relevant details and documents to the Employee
so that he is given the reasonable opportunity at his own


 


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expense to dispute any such payment with the
Inland Revenue or other relevant authority.


 


8.             Return of property and resignation of directorships 


 


8.1                                 On or immediately after the Date of Termination, the Employee will
return to the Company all credit cards, keys, his security pass, all computer
disks, mobile telephone, any laptop computer, facsimile machine, all documents
and copies together with all other property belonging to the Company or the
Group or relating to its or their business in his possession or control except
for such property as the parties agree in writing that the Employee may retain.


 


8.2                                 The Employee will immediately resign as director of Chiron Vaccines
Limited and from other Group companies by signing and delivering to the Company
a letter of resignation in the form of the draft in Schedule 3. 

The Company undertakes thereupon to make any required filings with Companies
House.  The Employee will immediately on
receipt of a written request by the Company do everything the Company may
require (including executing documents) to resign from all other directorships,
offices or other positions including trusteeships which he holds by virtue of
his employment with the Company and any Group companies.


 


9.             Warranties and representations


 


9.1                                 In consideration of the sum of £100 (less PAYE deductions), the
Employee warrants and represents to the Company that up to and as at the Date
of Termination the Employee:


 


9.1.1                        has not done or failed to do anything amounting to a repudiatory
breach of the express or implied terms of his employment with the Company or
which, if it had been done or omitted after the execution of this Agreement,
would have been in breach of any of its terms;


 


9.1.2                        is not aware of any matters relating to any acts or omissions by him
or any director, officer, employee or agent of the Company (or any Group
company) which if disclosed to the Company would or might affect its decision
to enter into this Agreement.


 


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10.           Confidentiality and other restrictions


 


10.1                             The Employee accepts and agrees that his express and implied duties
relating to confidential information and post-termination activities continue
after the Date of Termination.  In
particular, but without limitation, the Employee affirms the duties and
restrictions in the Contract of Employment and the obligations of
confidentiality contained in it.


 


10.2         The Employee further agrees and undertakes that he will not:


 


10.2.1                  make or publish any statement to a third party concerning this
Agreement, the dispute settled by it or the circumstances surrounding the
termination of the Employee’s employment and directorships; or


 


10.2.2                  make or publish any derogatory or disparaging statement concerning
the Company or Group or do anything in relation to the Company, any Group
company or any officers or employees of the Company or any Group company which
is intended to or which might be expected to damage or lower their respective
reputations,


 


provided
always that the Employee will not be prevented from making a disclosure:


 


(i) for the purposes of seeking legal or
accounting advice in relation to this Agreement provided the professional
adviser is bound by a duty of confidence;


 


(ii) to the proper authorities as required by
law;


 


(iii) to his wife or partner provided such
person agrees to maintain confidentiality; or


 


(iv) consistent with the terms and spirit of
the agreed reference referred to in Clause 11.


 


10.3                           The Employee warrants that he has not done or failed to do anything,
including, without limitation, published any statement or authorised or
permitted anyone else to do so prior to the date of this Agreement, which would
constitute a breach of Clauses 10.1 or 10.2
if it had occurred after the
date of this Agreement.


 


11.           References 


 


Any written
reference which any third party may request the Company to give in relation to the Employee will be
given only by Anne Hill, Vice President, Human Resources, Chiron Corporation
and will be given in or substantially in the terms set out in Schedule 2.  Any
reference or follow up information given orally will be consistent with the
terms and spirit of the agreed written reference.  This clause is subject to the proviso that the
Company will cease to be obliged to provide a


 


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reference,
whether written or oral, in the agreed terms if after the signing of this Agreement
new facts come to the Company’s attention which make the agreed reference
substantially and materially incorrect.


 


12.           Full and final settlement


 


12.1                             This Agreement has effect for the purpose of compromising without
any admission of liability on the part of the Company or any Group companies by
means of full and final settlement all claims in all jurisdictions whether
known or not under contract, tort, statute or otherwise which the Employee has
at the date of this Agreement or which may arise in future against the Company
or any Group companies and its or their respective officers and employees
arising out of or in connection with or as a consequence of his employment and/or its termination including in particular
for the avoidance of doubt the following claims which the Employee has raised
or intimated: 


 


12.1.1                  damages for breach of contract howsoever arising including in
respect of stigma;


 


12.1.2                  outstanding pay, holiday pay (including under the Working Time
Regulations 1998), overtime, bonuses, commission and benefits in kind;


 


12.1.3                  unfair dismissal; and


 


12.1.4                  a redundancy payment whether statutory or other; 


 


but excluding
any claim:


 


(i)                                     in respect of accrued pension rights under the Pension Plan;


 


(ii)                                  for personal injury; or


 


(iii)                               for the sums and benefits due to him pursuant to this Agreement.


 


12.2                             The Employee acknowledges that the Company is entering into this
Agreement in reliance on the warranties, representations and waivers in this
Agreement. The Employee agrees that if he breaches any of these warranties or
representations, without prejudice to any other rights or remedies of the
Company or any Group company arising from such action, he will repay to the
Company a sum equivalent to the aggregate value (excluding the statutory
redundancy payment) of the payments made under Clause 4
above after deduction of all tax and national insurance due, including any
excess tax.  Furthermore he agrees that
in such circumstances the said sum is recoverable from him by the Company as a
debt.


 


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12.3                             The Employee further agrees without prejudice to any other rights or
remedies of the Company or any Group company arising from such action and if
and to the extent that he has not repaid the relevant payments pursuant to Clause  12.2 that if he
institutes or continues any proceedings against the Company or any Group
company of a kind set out in Clause 12.1 and
if the award made to the Employee in respect of such proceedings:


 


12.3.1                  exceeds the sum referred to in Clause 12.2, then such sum will be set off
against the award in full; or


 


12.3.2                  is less than the sum referred to in Clause 12.2,
then the Employee will repay to the Company the difference between such sum and
the award.


 


13.           No knowledge of other claims


 


13.1                             The Employee confirms that he is aware of no other claim or grounds
to make a claim against the Company or any Group companies in relation to any
other matters howsoever arising.


 


13.2         The Employee represents and warrants that:


 


13.2.1                  he has instructed the Solicitor to advise as to whether he has or
may have any claims, including statutory claims, against the Company arising
out of or in connection with his employment or its termination;


 


13.2.2                  he has provided the Solicitor with all available information which
the Solicitor requires or may require in order to advise whether he has any
such claims; and


 


13.2.3                  the Solicitor has advised him that on the basis of the information
available to the Solicitor his only claims or particular complaints against the
Company whether statutory or otherwise, are those listed in Clause 12 of this Agreement and that he has no other claim
against the Company, whether statutory or otherwise.


 


14.           Compliance with statutory provisions


 


14.1                             This Agreement satisfies the conditions regulating compromise
agreements and compromise contracts under such of the Acts as are relevant.


 


14.2         The Employee confirms that:


 


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14.2.1                  he has received advice from the Solicitor (who is a relevant
independent adviser within the meaning of the Acts) as to the terms and effect
of this Agreement and in particular its effect on his ability to pursue his
rights before an Employment Tribunal; and


 


14.2.2                  he will procure that the Solicitor signs the Certificate in Schedule 1.


 


15.                                 Litigation assistance


 


15.1                           The
Employee agrees and undertakes that he will provide all reasonable assistance
and co-operation that the Company or any other company in the Group may request
with respect to any claim,  civil or
criminal litigation, appeal, or judicial, arbitral or investigative inquiry
review or other proceedings initiated by any private party or by any regulator,
governmental entity or self-regulatory organization (collectively, “legal
proceedings”) involving the Company or the Group, whether in the United Kingdom
or elsewhere, and whether such legal proceedings arise, have arisen or are
threatened on, before or after the Date of Termination, for the purpose of
helping the Company or any Group company to consider dispute, resist, appeal,
compromise or defend such legal proceedings.


 


15.2                           The Employee further agrees that he shall provide all reasonable
cooperation to the Company and its legal advisers with respect to any legal
proceedings that relate to or arise from any matter with which he was involved
during his employment with the Company, or that concerns any matter of which
the Employee has information or knowledge. 
The Employee’s duty of co-operation includes, but is not limited to:
(i)  discussing matters, including
telephone conversations, corresponding (including email correspondences) and
meeting with the Company’s legal advisers in person at mutually convenient
times and places in order to state truthfully his recollection of events; (ii)
appearing at the Company’s request as a witness at depositions, hearings or
trials, without the necessity of a subpoena, or witness order, in order to
state truthfully the Employee’s knowledge of matters at issue; and (iii)
signing at the Company’s request declarations, statements and/or affidavits
that truthfully state matters of which the Employee has knowledge.  In the event that an unwaivable conflict of
interest arises in connection with any Fluvirin-related subject that the
Employee requires separate counsel, the Company agrees to reimbursement for the
reasonable costs of said representation by a mutually acceptable counsel.


 


15.3                           The Company undertakes and agrees that it shall at all times be
responsible for all costs and expenses incurred by the Employee in complying
with his obligations under this Clause 15.


 


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16.                                 Stock options 


 


In accordance with the terms of any stock
option grants made to you by the Company’s Group, you have three (3) months
from the Date of Termination to exercise any options vested as at that
time.  You will receive from the Company’s Stock Plan Manager a Closing
Statement which shows any vested and exercisable options as of the Date of
Termination and the last date by which you can exercise these options. 
This statement will be sent via mail to your home address.  If you do not
receive the statement within 14 days from your termination date, please contact
Anne Hill.


 


17.           Without prejudice


 


Notwithstanding that this Agreement is marked
“without prejudice and subject to contract”, it will, when dated and signed by
all the parties named below and accompanied by the Certificate in Schedule 1 signed by the Solicitor become an open and
binding agreement between the parties.


 


18.                                 Restrictive covenants


 


In this clause: 


 


“Relevant
Period” means the period of 12 months ending with the termination date. 


 


“Restricted
Client” means any person, form, company or other entity who was at any time in
the Relevant Period a client of the company or of an affiliate and with whom
the employee had Material Dealings. 


 


“Prohibited
Business” means the business carried on by the company and its subsidiaries at
the termination date. 


 


“Material
Dealings” means receiving instructions from, advising or acting for the
restricted Client. 


 


“Key Employee”
means each employee of the company or of an affiliate employed in a managerial
capacity or dealing directly with a Restricted Client whom the employee has
managed or worked directly with during the Relevant Period. 


 


18.1                           The Employee shall not so as to compete with the company or an
affiliate during the period of 12 months after the termination date directly or
indirectly on his own account or on behalf of or in conjunction with any
person, firm, company or other organisation without prior permission of the
company in


 


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writing
according to the Permissions Protocol below canvass or solicit or by any other
means seek to conduct or conduct Prohibited Business with any Restricted Client
with whom the employee shall have had Material Dealings in the course of his
duties to the company at any time in the Relevant Period or with whom and to
the knowledge of the employee any employee of the company or of an affiliate
reporting directly to him shall have had Material Dealings in the course of his
duties to the company or the affiliate in the Relevant Period.


 


18.2                           The Employee shall not during the period of 12 months after the
termination date without prior permission of the company in writing according
to the Permissions Protocol below directly or indirectly induce or seek to
induce any Key Employee of the company or of an affiliate at the termination date
to leave the employment of the company or of an affiliate whether or not this
would be a breach of contract on the part of the Key Employee.


 


18.3                           The Employee may contact the Chief Executive Officer of the Company
to request permission to conduct himself in a manner which would otherwise
amount to a breach of clause 17.1 and/or 17.2 above. If the Employee does, he
shall do so in writing setting out the reasons for his request and providing
telephone, email and postal contact details. The Company may, at its absolute
discretion (and in any event without providing reasons) either grant or deny
permission or request further details. The Company shall take any one of these
steps within 28 days of receipt of the Employee’s written communication. The
effect of any permission granted by the Company shall be that it waives its
rights under clause 17.1 and/or 17.2 to the extent of the permission granted
for the period granted.


 


19.          Governing
law and jurisdiction


 


This Agreement is governed by the law of
England and Wales and any dispute is subject to the exclusive jurisdiction of
the courts and tribunals of England and Wales.


 


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SCHEDULE
1


 


ADVISER’S
CERTIFICATE


 


I confirm that:


 


1.                                                I am a relevant independent adviser within the meaning of the
Employment Rights Act 1996 (as amended).


 


2.                                                I have advised the Employee on the terms and effect of the Agreement
and in particular its effect on his ability to pursue a claim before an
Employment Tribunal.


 


3.                                                There is in force a contract of insurance covering the risk of a
claim by the Employee in respect of loss arising in consequence of the advice.


 


	
   

  	
  Solicitor’s signature

  	
  /s/ C Hugo

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Solicitor’s name

  	
  CHRISTOPHER HUGO

  
	
   

  	
  (capitals)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Firm’s business address

  	
  Knocker & Foskett

  
	
   

  	
   

  	
  The Red House

  
	
   

  	
   

  	
  50 High Street

  
	
   

  	
   

  	
  Sevenoaks, Kent TN13 1JL

  
	
   

  	
   

  	
   

  
	
   

  	
  Date

  	
  16th February 2005

  



 


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SCHEDULE
2


 


LETTER OF
REFERENCE


 


Statement of Reference for John Lambert


 


John Lambert was employed by Chiron
Corporation for the period 5th March 2001 to 28th February 2005 as
President of Chiron Vaccines and Vice President, Chiron Corporation.  John served on the Executive Committee of
Chiron Corporation during this period. 
John was a Section 16b officer of the corporation and was on the boards
of directors of numerous Chiron subsidiary companies around the world.


 


John was primarily responsible for the global
vaccines business of Chiron from basic discovery through development,
manufacturing and commercialization of vaccines.  John identified and spearheaded the
acquisition of PowderJect PLC in the U.K.


 


John publicly represented Chiron’s messages
and policies in a variety of policy and industry organizations and notably
represented the global vaccines industry by holding the industry representative
seat on the Board of the Global Alliance for Vaccines and Immunizations.


 


If there are follow up questions, please call
me at ++1 510 923 3080.


 


Anne Hill


Vice President


Human Resources


Chiron Corporation


 


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SCHEDULE 3


 


DRAFT
LETTER OF RESIGNATION


 


(if
required)


 


The Directors


Chiron Vaccines Limited


[other companies?]


 


 


[                    ]
2005


 


 


Dear Sirs


 


Please accept this letter as formal notice of
my resignation as a Director of the Company. 
I confirm I have no claim against the Company for loss of office or
otherwise as a result of my resignation. 
My resignation is to be effective at close of business on [            ] 2005.


 


Please arrange for particulars of my
resignation to be filed with the Registrar of Companies.


 


	
  Yours
  faithfully

  	
   

  
	
   

  	
   

  
	
  /s/ John A. Lambert

  	
   

  
	
   

  	
   

  
	
  John Lambert

  	
   

  
			



 


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IN WITNESS whereof this Agreement has been signed on behalf of the Company
[and the Group] and executed and delivered as a deed by the Employee the day
and year first above written.


 


	
  SIGNED by [          ]

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Duly authorised for and on behalf of

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE COMPANY and the GROUP

  	
  )

  	
   

  	
  /s/ Linda Short

  	
   

  
	
   

  	
   

  	
   

  	
  LINDA SHORT

  



 


	
  EXECUTED and DELIVERED AS A DEED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By EMPLOYEE

  	
   

  	
  /s/ John A. Lambert

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  John Lambert

  



 


In the presence of:


 


	
  Name:

  	
  WJ Cowik

  
	
   

  	
   

  
	
  Signature: 

  	
  /s/ WJ Cowik

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  13 Crossfield Rd.

  
	
   

  	
  P/R [Princes Risborough]

  
	
   

  	
  Bucks [Buckinghamshire] HP27 [OHM]

  



 


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