EXHIBIT 4.7



 



Exhibit 4.7



Acambis plc

Peterhouse Technology Park 100 Fulbourn Road

Cambridge CB1 9PT UK www.acambis.com

T +44 (0)1223 275 300 F +44 (0)1223 416 300


Strictly Private and Confidential



Dr Thomas P Monath

21 Finn Road

Harvard

Massachusetts 01451

USA


11 March 2002


Dear Tom,


Re: Appointment as a Director



I am delighted that you have agreed to be appointed as Director of the
Board. The purpose of this letter (the “Agreement”) is formally to confirm
the terms of your appointment as a Director of Acambis plc (the “Company”).



	1	 	Term of Appointment
	 
	1.1	 	Your title will be Chief Scientific Officer.
	 
	1.2	 	Subject to Clauses 1.3 and 6 you shall serve the Company as a Director
from 12 March 2002 unless terminated by either party giving the other
not less than six months’ notice in writing to terminate these
arrangements whereupon this Agreement shall terminate on the expiry of
such notice.
	 
	1.3	 	This agreement shall be read in conjunction with the employment
agreement that you entered into with Acambis Inc. (formerly OraVax,
Inc.) dated 16 May 1991 and as amended from time to time (the
“Employment Agreement”). In the event of the Employment Agreement
being terminated by either party your appointment under this Agreement
will also terminate and you will immediately cease to be a Director.
Your appointment as a Director is conditional upon your continued
employment by Acambis Inc.
	 
	1.4	 	If, on your retirement by rotation as a Director of the Company in
accordance with the requirements of the Company’s Articles of
Association (“Articles”), you are not re-elected as a Director of the
Company for any reason, then in such circumstances your appointment
under this agreement shall terminate automatically with immediate
effect. For the avoidance of doubt, termination of your appointment as
a Director under this clause 1.4 will not automatically trigger
termination of your Employment Agreement.
	 
	1.5	 	Subject to Clauses 1.2, 1.3, 1.4 and 7 your appointment under this
Agreement shall terminate on whichever is the earlier of:




	 	1.5.1	 	termination of your employment under your Employment Agreement;
	 
	 	1.5.2 	 	Acambis Inc. ceasing to be a subsidiary (as defined in section
736 of the Companies Act 1985) of Acambis plc; and



 






 





	 	1.5.3	 	your ceasing to be a Director for any reason.




	1.6	 	Your appointment under this Agreement shall be subject to:




	 	1.6.1	 	your re-election as a Director at the next Annual General
Meeting following the date of your appointment under this Agreement;
	 
	 	1.6.2	 	your re-election on retirement by rotation at any subsequent
Annual General Meeting at which, pursuant to the Articles, you are
required to retire by rotation; and
	 
	 	1.6.3	 	the provisions of the Articles.




	2	 	Powers and Duties
	 
	2.1	 	You shall exercise such powers and perform such duties as are
appropriate to your role as a Director of the Company.
	 
	 	 	You shall comply with all reasonable directions from, and all
regulations of, the Company including, without prejudice to the
generality of the foregoing, all regulations from time to time in
force with respect to confidentiality, dealings in shares and
notifications required to be made by a Director to the Company or any
other regulatory body under the Companies Acts 1985 and 1989, the
Articles or any other regulations of the Company. In addition, you
will observe the terms and conditions of The City Code on Takeovers
and Mergers and the continuing obligations under the Listing Rules of
the UK Listing Authority as the same are applicable to the Company and
its Directors from time to time. A copy of the Model Code is appended
to the Agreement.
	 
	 	 	Your duties as a Director will normally require attendance at all Main
Board Meetings and General Meetings of the Company as well as making
such time available as is necessary to prepare for those meetings and
dealing with such matters as might normally be expected of a Director.
This may be by way of a telephone conference call.
	 
	2.2	 	Main Board Meetings are held at regular intervals on dates, which will
be advised well in advance. There are at least six Main Board Meetings
per annum. You will be required to attend Main Board Meetings and such
other Main Board Meetings as you and the Company shall agree from time
to time.
	 
	3	 	Remuneration
	 
	3.1	 	No remuneration will be paid to you under this Agreement.
	 
	4	 	Expenses
	 
	4.1	 	You will be reimbursed by the Company in respect of all reasonable
travelling, hotel and incidental or other out of pocket expenses which
are reasonably and properly incurred in attending and returning from
Meetings of the Board or Committees of the Board or general meetings
of the Company or any other meetings which as a Director you are
entitled or invited to attend in the course of your duties under this
Agreement provided that on request you shall provide such vouchers or
other evidence of actual payment of such expenses that may reasonably
be required.



 






 







	4.2	 	The Company shall reimburse you for any fees or expenses you incur in taking
advice from the Company’s financial and legal advisers or other independent
financial and legal advisers in relation to the performance of your duties. Before
seeking such advice you should first consult either the Chairman of the Board or
another Executive Director of the Company. If you take such advice you should
again consult the Chairman or another Executive Director once the fees and
expenses you have incurred exceed £5,000.
	 
	5	 	Confidentiality
	 
	5.1	 	You shall not, either during the term of your appointment or thereafter:-




	 	5.1.1	 	use to the detriment or prejudice of the
Company and its subsidiary undertakings
(the “Group” and “Group Company” shall
be construed accordingly as any of such
companies) or divulge or communicate to
any person any trade secret or any other
confidential information concerning the
business or affairs of the Company or
the Group (except to employees or
directors of any Group Company whose
province it is to know the same) which
may have come to your knowledge during
the term of your appointment under this
Agreement; or
	 
	 	5.1.2	 	use for your own purpose or for any
purpose other than those of the Group
any information or knowledge of a
confidential nature which you may from
time to time acquire in relation to any
member of the Group but so that this
restriction shall cease to apply to any
information or knowledge which may come
into the public domain (otherwise than
through your own default).




	5.2	 	You shall not, during the term of your directorship nor for a period of 12 months after
the termination thereof be or become a director or employee or agent of any company,
business or enterprise or have or acquire any material financial
interest in any
enterprise which at the time when you accept such directorship, employment or agency,
or acquire such interest, competes with any member of the Group without the prior
consent of the Board in writing (such consent not to be unreasonably withheld or
delayed).
	 
	6	 	Termination
	 
	6.1	 	Without prejudice to the generality of the foregoing the Company may by notice in
writing immediately terminate the arrangements set out herein if you shall:





	 	6.1.1	 	be in breach of any terms set out in this Agreement which in the case of a
breach capable of remedy is not remedied
by you within 21 days of receipt by you
of a notice from the Company specifying
the breach and requiring it to be
remedied;
	 
	 	6.1.2	 	be incompetent, guilty of gross
misconduct and/or any serious or
persistent negligence or misconduct in
respect of your obligations under this
Agreement;
	 
	 	6.1.3	 	fail or refuse after a written warning
to carry out the duties reasonably and
properly required of you under this
Agreement; and
	 
	 	6.1.4	 	be in breach of any terms set out in
your Employment Agreement which in the
case of a breach capable of remedy is
not remedied by you within 21 days of a
receipt by you of a notice from the
Company specifying the breach and
requesting it to be remedied.



 






 







	6.2	 	Upon the termination of these arrangements for whatever reason you
shall at the request of the Board and without claim for compensation
(except as provided in your Employment Agreement) forthwith resign
from office as a Director of the Company and from all other offices
held by you in any Group Company (if any) and the Company is
irrevocably authorised to appoint a nominee to act on your behalf to
execute all documents and to do all things necessary to give effect to
this provision. Termination of your employment by Acambis Inc. (as
distinct from your appointment under this Agreement) shall be governed
by the terms of your Employment Agreement, to the extent inconsistent
with the terms of this letter.
	 
	6.3	 	You shall promptly whenever requested by the Company and in any event
upon your ceasing to be a Director of the Company deliver up to the
Company all lists of clients or customers and all other documents,
papers and records which may have been prepared by you or have come
into your possession as a Director of the Company. You shall not be
entitled to and shall not retain any copies thereof. Title and
copyright therein shall vest in the Company.
	 
	7	 	Notices
	 
	 	 	Any written notice required to be given hereunder by either party to
the other should be served by sending the same by registered or
recorded delivery post to the last known address of the other party
and any receipt issued by the person or authorities shall be
conclusive evidence of the fact and date of posting of such notice.
	 
	8	 	Governing Law
	 
	 	 	The arrangements set out in this Agreement shall be governed by
English Law and the English Courts shall have exclusive jurisdiction
over any claim or dispute arising under this Agreement.
	 
	9	 	Miscellaneous
	 
	 	 	The Company Secretary will supply you with any information in relation
to the Company which you may require. The Company requires that you
complete a Form 288 which includes your formal consent to being
appointed and a Directors’ Declaration Card which is required in
connection with the Listing Rules of the UK Listing Authority. You
will consent to make all relevant disclosures required by the London
Stock Exchange and any other relevant body and as required by law. The
above documents are enclosed and should be returned to the Company
Secretary at your earliest convenience.



Please would you confirm your acceptance of the above terms by
signing and returning the attached copy of this Agreement.


Yours sincerely,





Gordon Cameron

Company Secretary


I confirm my acceptance of the above terms.





Dr Thomas Monath


Date: 12/3/02


 






 


Acambis plc

Peterhouse Technology Park 100 Fulbourn Road

Cambridge CB1 9PT UK www.acambis.com

T +44 (0)1223 275 300 F +44 (0)1223 416 300


Dr Thomas Monath

21 Finn Road

Harvard

Massachusetts 01451

USA


13 February 2003


Dear Tom,


On the 22 January 2003, the Remuneration Committee agreed that your
notice period should be extended from six months’ to 12 months’. The
clause in your appointment letter dated 11 March 2002, should therefore
read:



	1.2	 	Subject to clauses 1.3 and 6 you shall serve the Company as Director from
12 March 2002 unless terminated by either party giving the other not less
than 12 months’ notice in writing to terminate these arrangements
whereupon this Agreement shall terminate on the expiry of such notice.



Please do not hesitate to contact me if you have any questions.


Yours sincerely,




Elizabeth Brown

Company Secretary


 






 


EMPLOYMENT AGREEMENT



     THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 16th day of
October, is entered into by OraVax, Inc., a Delaware corporation with its
principal place of business at 230 Albany Street, Cambridge, Massachusetts
02139 (the “Company”), and Thomas P. Monath, M.D., residing at 9208 Rocky Ridge
Road, Rocky Ridge, Maryland 21778 (the “Employee”).


     The
Company desires to employ the Employee, and the Employee desires to be
employed by the Company. In consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
agree as follows:


     1.          Term
of Employment. The Company hereby agrees to employ the Employee,
and the Employee hereby accepts employment with the Company, upon the terms set
forth in this Agreement, for the period commencing on April 17, 1992 (the
“Commencement Date”) and ending on April 17,1995 (such period, as it may be
extended, the “Employment Period”), unless sooner terminated in accordance with
the provisions of Section 4. The Commencement Date may be postponed/accelerated
by a period of time mutually agreed to between the Company and the Employee,
which period of time shall not exceed three weeks. The Employment Period will
be


 






 




Employee acknowledges receipt of copies of all such rules and
policies committed to writing as of the date of this Agreement.


     3.     Compensation and Benefits.


          3.1     Salary.
The Company shall pay the Employee, in monthly installments, an
annual base salary of $125,000 for the one-year period commencing on the
Commencement Date. Such salary shall be subject to adjustment thereafter as
determined by the President.


          3.2     Fringe Benefits. The Employee shall be entitled to participate in all
benefit programs that the Company establishes and makes available to its
employees to the extent that Employee’s position, tenure, salary, age, health
and other qualifications make him eligible to participate, including, but not
limited to, the health, dental and disability programs indicated on Schedule A
to this Agreement. In addition, the Company shall provide an individual term
life insurance policy on the Employee’s life in the amount of five times the
Employee’s initial annual base salary as set forth in Section 3.1, designating
family member(s) of his choice as beneficiary(ies).


          3.3     Vacation. The Employee shall be entitled to three weeks paid
vacation per year, to be taken at such times as may be approved by the
President of the Company. The three weeks of paid vacation shall accrue as
follows: (i) in year one, (a) the Employee shall receive one day of vacation
per month worked for


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the first six months, and (b) after the first six months of employment have
passed, the Employee shall receive the remaining number of vacation days
necessary to bring the annual total of vacation days accrued to three full
weeks of vacation; and (ii) after year one, the three weeks of vacation shall
accrue on the anniversary of the Commencement Date.


          3.4     Reimbursement of Expenses. The Company shall reimburse the Employee
for all reasonable travel, entertainment and other expenses incurred or paid by
the Employee in connection with, or related to, the performance of his duties,
responsibilities or services under this Agreement, upon presentation by the
Employee of documentation, expense statements, vouchers and/or such other
supporting information as the Company may request, provided, however, that the
amount available for such travel, entertainment and other expenses may be fixed
in advance by the Board.


          3.5     Stock Options. As soon as approved by the Company’s Board of Directors
(the “Board”) after the Commencement Date, the Company shall grant to the
Employee a stock option to purchase 9,084 shares of the Company’s Common Stock,
$.01 par value per share (the “Common Stock”). The option
shall be granted at fair market value as
determined by the Board on the date of grant and shall remain outstanding for
five years. The option shall become exercisable as to 2,271 shares on each of
the four


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anniversaries of the date of grant commencing one year from the date of grant.
The option shall be subject to an option agreement in the form determined by
the Board and shall be granted pursuant to the Company’s 1990
Stock Option
Plan. The option shall be an incentive stock option.


          3.6     Relocation
Allowance. The Company shall reimburse the Employee for the
following direct moving and travel expenses (the “Relocation Expenses”)
incurred by him in moving himself and his immediate family from Frederick,
Maryland to the Boston, Massachusetts area: (i) direct moving expenses not
covered by the military; (ii) roundtrip air fare for the Employee and his
immediate family between Maryland and Boston for two househunting trips (such
expenses will be reimbursed only if actually incurred); (iii) meals and lodging
for seven days for two househunting trips (such expenses will be reimbursed
only if actually incurred); and (iv) such other expenses agreed to in writing
by the Employee and the Company. The Company shall pay such Relocation Expenses
upon presentation by the Employee of documentation, expense statements,
vouchers and/or such other supporting information as the Company may request.


     In addition, the Company shall pay the Employee a $10,000 bonus to cover
real estate fees and closing costs related to the purchase of a house in the
Boston area and sale of the Employee’s house in Maryland.


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     4.          Employment Termination. The employment of the Employee by the Company
pursuant to this Agreement shall terminate upon the occurrence of any of the
following:


          4.1     Expiration of the Employment Period in accordance with Section 1;


          4.2     At the election of the Company, for cause, immediately upon written
notice by the Company to the Employee. For the purposes of this Section 4.2,
cause for termination shall be deemed to exist upon (a) a good faith finding by
the Company of failure of the Employee to perform his assigned duties for the
Company, dishonesty, gross negligence or misconduct, or (b) the conviction of
the Employee of, or the entry of a pleading of guilty or nolo contendere by the
Employee to, any crime involving moral turpitude or any felony;


          4.3     Thirty days after the death or disability of the Employee. As used in
this agreement, the term “disability” shall mean the inability of the Employee,
due to a physical or mental disability, for a period of 90 days, whether or not
consecutive, during any 360-day period to perform the services contemplated
under this Agreement. A determination of disability shall be made by a
physician satisfactory to both the Employee and the Company, provided that if
the Employee and the Company do not agree on a physician, the Employee and the
Company shall each select a physician and these two together shall select a
third physician,


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whose determination as to disability shall be binding on all parties;


          4.4     At the election of the Company, upon prior written notice of
termination.


     5.          Effect of Termination.


          5.1     Termination for Cause or at Election of Either Party. In the event the
Employee’s employment is terminated for cause pursuant to Section 4.2, the
Company shall pay to the Employee the compensation and benefits otherwise
payable to him under Section 3 through the last day of his actual employment by
the Company.


          5.2     Termination for Death or Disability. If the Employee’s employment is
terminated by death or because of disability pursuant to Section 4.3 , the
Company shall pay to the estate of the Employee or to the Employee, as the case
may be, the compensation which would otherwise be payable to the Employee up to
the end of the month in which the termination of his employment because of
death or disability occurs.


          5.3     Termination Without Cause. In the event the Employee’s employment is
terminated without cause pursuant to Section 4.4, the Company shall pay to the
Employee compensation and benefits for a period of six months from the last day
of the Employee’s actual employment by the Company and reimbursement of any
relocation expenses actually incurred by the Employee.


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          5.4     Survival. The provisions of Sections 6 and 7 shall survive the
termination of this Agreement.


     6.          Non-Compete.


               (a)     During the Employment Period and for a period of three years after the
termination or expiration thereof, the Employee will not directly or
indirectly:


                    (i)     as an individual proprietor, partner, stockholder, officer, employee,
director, joint venturer, investor, lender, or in any other capacity whatsoever
(other than as the holder of not more than one percent (1%) of the total
outstanding stock of a publicly held company), engage in the business of
developing, producing, marketing or selling products of the kind or type
developed or being developed, produced, marketed or sold by the Company while
the Employee was employed by the Company (the “Business”) ; or


                    (ii)     recruit,
solicit or induce, or attempt to induce, any employee or
employees of the Company to terminate their employment with, or otherwise cease
their relationship with, the Company; or


                    (iii)     solicit, divert or take away, or attempt to divert or to take away,
the business or patronage of any of the clients, customers or accounts, or
prospective clients, customers or accounts, of the Company which were
contacted, solicited or


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served by the Employee while employed by the Company.


               (b)     The Business (as defined in Subsection 6(a)(i) above) shall not
include teaching and research and development activities of a non-commercial
nature undertaken by the Employee at an academic institution.


               (c)     If any restriction set forth in this Section 6 is found by any court
of competent jurisdiction to be unenforceable because it extends for too long a
period of time or over too great a range of activities or in too broad a
geographic area, it shall be interpreted to extend only over the maximum period
of time, range of activities or geographic area as to which it may be
enforceable.


               (d)     The restrictions contained in this Section 6 are necessary for the
protection of the business and goodwill of the Company and are considered by
the Employee to be reasonable for such purpose. The Employee agrees that any
breach of this Section 6 will cause the Company substantial and irrevocable
damage and therefore, in the event of any such breach, in addition to such
other remedies which may be available, the Company shall have the right to seek
specific performance and injunctive relief.


     7.          Proprietary Information and Developments.


          7.1 Proprietary Information and Developments.
Concurrently, with the execution of this Agreement, the Employee shall execute
and deliver an Employee Confidential Information and


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Invention Assignment Agreement in the form attached hereto as Schedule B.


          7.2     Other Agreements. Employee hereby represents that he is not bound by
the terms of any agreement with any previous employer or other party to refrain
from using or disclosing any trade secret or confidential or proprietary
information in the course of his employment with the Company or to refrain from
competing, directly or indirectly, with the business of such previous employer
or any other party. Employee further represents that his performance of all the
terms of this Agreement and as an employee of the Company does not and will not
breach any agreement to keep in confidence proprietary information, knowledge
or data acquired by him in confidence or in trust prior to his employment with
the Company.


     8.          Notices. All notices required or permitted under this Agreement shall
be in writing and shall be deemed effective upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail,
postage prepaid, addressed to the other party at the address shown above, or at
such other address or addresses as either party shall designate to the other in
accordance with this Section 8 .


     9.          Pronouns. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding


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masculine, feminine or neuter forms, and the singular forms of nouns and
pronouns shall include the plural, and vice versa.


     10.          Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the subject matter of this Agreement.


     11.          Amendment. This Agreement may be amended or modified only by a
written instrument executed by both the Company and the Employee.


     12.          Governing
Law. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of Massachusetts.


     13.          Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of both parties and their respective successors and assigns,
including any corporation with which or into which the Company may be merged or
which may succeed to its assets or business, provided, however, that the
obligations of the Employee are personal and shall not be assigned by him.


     14.          Miscellaneous.


          14.1          No delay or omission by the Company in exercising any right under
this Agreement shall operate as a waiver of that or any other right. A waiver
or consent given by the Company on any one occasion shall be effective only in
that instance and


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shall not be construed as a bar or
waiver of any right on any other occasion,


          14.2     The captions of the sections of this Agreement are for convenience of
reference only and in no way define, limit or affect the scope or substance of
any section of this Agreement.


          14.3     In case any provision of this Agreement shall be invalid, illegal or
otherwise unenforceable, the validity, legality and enforceability of the
remaining provisions shall in no way be affected or impaired thereby.


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.



	 	 
	 	ORAVAX, INC.
	 
	 
	 	By:

	 	Title: President & CEO
	 
	 	EMPLOYEE
	 	

Thomas P. Monath, M.D.



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SCHEDULE A:



FRINGE BENEFITS




		
	 	MEDICAL — PRUCARE (Preferred Provider
Option from The Prudential)




		
	 	All services provided by network doctors are
covered 100%, with the following co-payments:

Doctor’s Visits = $10

Prescription Drugs = $5

Emergency Room visit = $25
	 
	 	All services provided by non-network doctors:

$200 deductible/individual; $500/family

80% co-insurance to $10,000
	 
	 	$10,000 life insurance

Additional life insurance available at cost from Prudential through

payroll deductions





		
	 	30 day waiting period




		
	 	DENTAL — CONSOLIDATED GROUP TRUST:




		
	 	$100 lifetime deductible

1st year 100% Basic coverage

2nd year 50% Major coverage

3rd year 50% orthodontic coverage
	 
	 	1st of the month following employment waiting period




		
	 	LONG TERM DISABILITY — COMBINED INSURANCE CO.




		
	 	60% — $5,000

To age 65 accident

5 years illness
	 
	 	90 day waiting period










 


Schedule B





ORAVAX, INC.



EMPLOYEE CONFIDENTIAL INFORMATION

AND INVENTION ASSIGNMENT AGREEMENT




     As a condition of my employment with OraVax, Inc., its subsidiaries,
affiliates, successors or assigns (together the “Company”), and in consideration
of my employment with the Company and my receipt of the compensation now and
hereafter paid to me by Company, I agree to the following:


     1.          Confidential Information.


          (a)     Information. I agree at all times during the term of my employment and
thereafter, to hold in strictest confidence, and not to use, except for the
benefit of the Company, or to disclose to any person, firm or corporation
without written authorization of the Board of Directors of the Company, any
Confidential Information of the Company. I understand that “Confidential Information” means any Company proprietary information, technical
data, trade secrets or know-how, including, but not limited to, research,
product plans, products, projects, services, customer lists and customers
(including, but, not limited to, customers of the Company on whom I called or
with whom I became acquainted during the term of my employment), markets,
software, developments, inventions, processes, methods, techniques, formulas,
compositions, compounds, technology, designs, drawings, research data, clinical
data, hardware configuration information, marketing, finances or other business
information disclosed to me by the Company either directly or indirectly in
writing, orally or by drawings or observation of parts or equipment. I further
understand that Confidential Information does not include any of the foregoing
items which has become publicly known and made generally available through no
wrongful act of mine or of others who were under confidentiality obligations as
to the item or items involved.


          (b)     Former Employer Information. I agree that I will not, during my
employment with the Company, improperly use or disclose any proprietary
information or trade secrets of any former or concurrent employer or other
person or entity and that I will not bring onto the premises of the Company any
unpublished document or proprietary information belonging to any such employer,
person or entity unless consented to in writing by such employer, person or
entity.


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          (c)     Third Party Information. I recognize that the Company has received and
in the future will receive from third parties their confidential or proprietary
information subject to a duty on the Company’s part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. I agree to hold all such confidential or proprietary information in
the strictest confidence during the term of my employment and thereafter and
not to disclose it to any person, firm or corporation or to use it except as
necessary in carrying out my work for the Company consistent with the Company’s
agreement with such third party.


     2.          Inventions.


          (a)     Inventions Retained and Licensed. I have attached hereto, as Exhibit A
a list describing all inventions, original works of authorship, developments,
improvements, and trade secrets which were made by me prior to my employment
with the Company (collectively referred to as “Prior Inventions”), which belong
to me, which relate to the Company’s proposed business, products or research
and development, and which are not assigned to the Company hereunder; or, if
no such list is attached, I represent that there are no such Prior Inventions.
If in the course of my employment with the Company, I incorporate into a
Company product, process or machine a Prior Invention owned by me or in which I
have an interest, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license to make, have made,
modify, use and sell such Prior Invention as part of or in connection with such
product, process or machine.


          (b)     Assignment of Inventions. I agree that I will promptly make full
written disclosure to the Company, will hold in trust for the sole right and
benefit of the Company, and hereby assign to the Company, or its designee, all
my right, title, and interest in and to any and all inventions,
original works of authorship, developments, discoveries, methods, concepts,
improvements or trade secrets, whether or not patentable or registrable under
copyright or similar laws, and all related patents, patent applications,
copyrights and copyright applications which I may solely or jointly conceive or
develop or reduce to practice, or cause to be conceived or developed or reduced
to practice, during the period of time I am in the employ of the Company,
whether or not during normal working hours or on the premises of the Company
(collectively referred to as “Invention”)). I further acknowledge that all
original works of authorship which are made by me (solely or jointly with
others) within the scope of and during the period of my employment with


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the Company and which are protectible by copyright are “works made for hire,”
as that term is defined in the United States Copyright Act. This Section 2(b)
shall not apply to Inventions which do not relate to the present or planned
research and development of the Company and which are made and concerned by the
Employee not during normal working hours, not on the Company’s premises and not
using the Company’s tools, devices, equipment or Proprietary Information.


          (c)     Inventions Assigned to the United States. I agree to assign to the United
States government all my right, title, and interest in and to any and all
Inventions whenever such full title is required to be in the United
States by a contract between the Company and the United States or
any of its agencies.


          (d)     Maintenance of Records. I agree to keep and maintain adequate and current
written records of all Inventions made by me (solely or jointly with others)
during the term of my employment with the Company. The records will be in the
form of notes, sketches, drawings, and any other format that my be specified by
the Company. The records will be available to and remain the sole property of
the Company at all times.


          (e)     Patent and Copyright Registrations. I agree to assist the Company, or its
designee, at the Company’s expense, in every proper way to secure the Company’s
rights in the Inventions and any copyrights, patents, mask work rights or other
intellectual property rights relating thereto in any and all countries,
including the disclosure to the Company of all pertinent information and data
with respect thereto, the execution of all applications, specifications, oaths,
assignments and all other instruments which the Company shall deem necessary in
order to apply for and obtain such rights and in order to assign and convey to
the Company, its successors, assigns and nominees the sole and exclusive
rights, title and interest in and to such Inventions, and any copyrights,
patents, mask work rights or other intellectual property rights relating
thereto. I further agree that my obligation to execute or cause to be executed,
when it is in my power to do so, any such instrument or papers shall continue
after the termination of this Agreement. If the Company is unable because of my
mental or physical incapacity or for any other reason to secure my signature to
apply for or to pursue any application for any United States or foreign patents
or copyright registrations covering Inventions or original works of authorship
assigned to the Company as above, then 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
such applications and to


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do all other lawfully permitted acts to further the prosecution and issuance of
letters patent or copyright registrations thereon with the same legal force and
effect as if executed by me.


     3.          Returning Company Documents. I agree that, at the time of leaving the employ
of the Company, I will deliver to the Company (and will not keep in my
possession, recreate or deliver to anyone else) any and all devices, records,
data, notes, reports, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, materials, equipment, other documents or
property, or reproductions of any aforementioned items developed by me pursuant
to my employment with the Company or otherwise belonging to the Company, its
successors or assigns. In the event of the termination of my employment, I
agree to sign and deliver the “Termination Certification” attached hereto as
Exhibit B.


     4.          Notification to New Employer. In the event that I leave the employ of the
Company, I hereby grant consent to notification by the Company to my new
employer about my rights and obligations under this Agreement.


     5.          Representations. I agree to execute any proper oath or verify any proper
document required to carry out the terms of this Agreement. I represent that my
performance of all the terms of this Agreement will not breach any 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 oral or written agreement in conflict
herewith.


     6.          General
Provisions.


          (a)     Governing Law. This Agreement will be governed by the laws of the
Commonwealth of Massachusetts.


          (b)     Entire Agreement. This Agreement sets forth the entire agreement and
understanding between the Company and me relating to the subject matter herein
and merges all prior discussions between us. No modification of or amendment to
this Agreement, nor any waiver of any rights under this agreement, will be
effective unless in writing signed by the party to be charged. No delay or
omission by the Company in exercising any right under this Agreement will
operate as a waiver of this or any other right. A waiver or consent given by
the Company on any one occasion is effective only in that instance and will not
be construed as a bar or waiver of any right on any other occasion. Any
subsequent change or changes in my duties, salary or


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compensation will not affect the validity or scope of this Agreement.


          (c)     Severability. If one or more of the provisions in this Agreement are deemed
void by law, then the remaining provisions will continue in full force and
effect.


          (d)     Successors and Assigns. This Agreement will be binding upon my heirs,
executors, administrators and other legal representatives and will be for the
benefit of the Company, its successors, and its assigns.


          (e)     The restrictions contained in this Agreement are necessary for the
protection of the business and goodwill of the Company and are considered by
you to be reasonable for such purpose. You agree that any breach of this
Agreement will cause the Company substantial and irrevocable damage and
therefore, in the event of any such breach, in addition to such other remedies
which may be available, the Company shall have the right to seek specific
performance and injunctive relief.


IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as
of the date set forth below.



	 	 	 
	Date: 10/18/91	 	




Signature
	 
	 	 	
   Thomas P. Monath



Name of Employee (typed or printed)








Witness

Acknowledged and

Agreed to:







By: Lance K. Gordon,

President OraVax, Inc.

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EXHIBIT A



LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP




	 	 	 	 	 
	 	 	 	 	Identifying Number
	Title	 	Date	 	of Brief Description
	
	 	
	 	





      X       No inventions or improvements


                Additional Sheets Attached


Signature of Employee:



Print Name of Employee:   Thomas P. Monath     


Date: 18 Oct 91


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EXHIBIT B



ORAVAX, INC.



TERMINATION CERTIFICATION



     This is to certify that I do not have in my possession, nor have I failed to
return, any devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, or reproductions of any aforementioned
items belonging to OraVax, Inc., its subsidiaries, affiliates, successors or
assigns (together, the “Company”).


     I further certify that I have complied with all the terms of the Company’s
Employee Confidential Information and Invention Assignment Agreement signed by
me, including the reporting of any inventions and original works of authorship
(as defined therein), conceived or made by me (solely or jointly with others)
covered by that agreement.


     I further agree that, in compliance with the Employee Confidential Information
and Invention Assignment Agreement, I will preserve as confidential all trade
secrets, confidential knowledge, data or other proprietary information relating
to products, processes, know-how, designs, formulas, developmental or
experimental work, computer programs, data bases, other original works of
authorship, customer lists, business plans, financial information or other
subject matter pertaining to any business of the Company or any of its
employees, clients, consultants or licensees.


     I further agree that for three years from this date, I will not hire any
employees of the Company and I will not solicit, induce, recruit or encourage
any of the Company’s employees to leave their employment.


Date: _______________



	 	 
	 	

(Employee’s Signature)
	 
	 	

(Type/Print Employee’s Name)




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