Exhibit 10.75


 


April 2, 2004


 


VIA PERSONAL DELIVERY


 


Peter Van
Vlasselaer


108 Crescent


Portola Valley, CA
94028


 


Re:          Consulting
Agreement


 


Dear Peter:


 


This letter
agreement sets forth the substance of the consulting arrangement (the
“Agreement”) that INTERMUNE, INC.
(the “Company”) is offering to you in connection with your resignation.


 


1.             Separation.  Your last day of employment with the Company
will be May 31, 2004 (the “Separation Date”).


 


2.             Accrued
Salary and Paid Time Off. 
On the Separation Date, the Company will pay you all accrued salary, and
all accrued and unused vacation earned through the Separation Date, subject to
standard payroll deductions and withholdings. 
You are entitled to these payments regardless of whether or not you sign
this Agreement.


 


3.             Severance Benefits.  Under your offer letter with the
Company, dated October 22, 1999 (the “Offer Letter”), in the event of the
termination of your employment other than for cause, you are entitled to
receive continuation of salary for three (3) months following your termination
date.  In further consideration of the
terms of this Agreement, the Company has decided to extend this benefit by
continuing your 2003 base salary for a total of one (1) year (including the
three (3) months referenced in the previous sentence) after the Separation
Date.  Thus, the Company will pay you a
total severance amount equal to Two Hundred Fifteen Thousand Dollars ($215,000), less
standard withholdings (the ”Severance”).  This Severance will be paid in 24 equal semi-monthly
payments over the one-year period, starting on the Company’s first
regularly-scheduled pay date following the Separation Date.


 


4.             Health
Insurance.  In further
consideration of the terms of this Agreement, after the Separation Date, the
Company will pay the premiums necessary to continue your current health, dental
and vision insurance coverage through
the earlier of (a)  May
31, 2005, or (b) your employment start date with another employer that
provides group health insurance. 
You agree that within two days of the date that you become employed with
any third party that provides such health insurance coverage, you shall send a
written notice and make a telephonic communication to Company’s General Counsel
of such employment.  The benefits
continuation


 

















 


set forth in this Section 4 includes the three (3) months of benefits
continuation provided in your Offer Letter. 
To the extent provided by the federal COBRA law or, if applicable, state
insurance laws, and by the Company’s current group health insurance policies,
to the extent that you are not employed by a third party at the termination of
the benefits continuation under this Section 4, you will be eligible to
continue your group health insurance benefits at your own expense.  Later, you may be able to convert to an
individual policy through the provider of the Company’s health insurance, if
you wish.


 


5.             Consulting.  In
partial consideration for the Severance described above, from June 1, 2004,
through and until November 30, 2004 (the ”Consulting Period”), you agree
to assist and provide technical operations services to the Company reporting
directly and only to the Chief Executive Officer of the Company (“CEO”), as
requested by the CEO, for eight (8) to ten (10) hours (not including travel time)
per month.  You will also be reimbursed
reasonable out-of-pocket expenses paid by you in performance of your services
for the Company, provided that
such expenses are incurred, documented and submitted in accordance with the
Company’s standard expense reimbursement policy (i.e., you will be entitled to reimbursement for
expenses if such expenses are permitted under and submitted pursuant to the
Company’s standard reimbursement policy for employees).  You
agree to perform the services in a timely and professional manner consistent
with industry standards, and at a location, place and time that you deem
appropriate.  The Company will make its
facilities and equipment available to you when necessary.  During the Consulting Period, you will be
retained by the Company as an independent contractor and not as an employee of
the Company or in any other capacity. 
You will be solely responsible for all tax returns and payments required
to be filed with or made to any federal, state or local tax authority with
respect to your performance of services under this Section 5, and you agree to
indemnify and defend the Company against any and all such taxes and
contributions, including without limitation penalties and interest.  The Company represents that its
comprehensive general liability insurance policy applies to your consulting
assistance and that you shall not be responsible to pay any deductible or
retention amount under such insurance policy. 
Throughout the Consulting Period and thereafter, you will remain free to
pursue and engage in any and all legally permissible activities, including,
without limitation, other consulting opportunities and employment; provided, however, you may not render any
services as an employee, consultant or otherwise to any individual or entity
that breach any of the other obligations (to the extent applicable to you)
otherwise set forth in the Proprietary Information and Inventions Agreement
described in Section 10 hereof.


 


6.             Stock Options.  You were granted options to purchase shares
of the Company’s common stock, pursuant to the governing Stock Option
Agreements, the Company’s 1999 Equity Incentive Plan and the Company’s 2000
Equity Incentive Plan (collectively, the “Plan Documents”). As of the
Separation Date, and under the terms of the Plan Documents, Fifty Four Thousand
Nine Hundred Ninety-Six (54,996) of your unexercised options will have vested
and the Company’s unvested share repurchase option will have lapsed with
respect to One Hundred Forty-Four Thousand (144,000) of your early-exercised
options granted on October 12, 1999.  In
further consideration of the terms of this Agreement, on the Separation Date,
the Company will allow (a) an additional Twenty Thousand Two (20,002) option
shares to immediately vest in full (i.e.,
acceleration of an additional 12 months of vesting), and (b) the unvested share
repurchase option with respect to the remaining 16,000 of the October 12, 1999
early-exercised options to immediately lapse in full.  Please see Exhibit B hereto
for a summary of these options.  The


 


2

















 


option acceleration and lapse of repurchase option set forth in this
Section 6 are provided in lieu of the three (3) months of continued vesting
provided in your Offer Letter.  All
vesting of your options will cease on the Separation Date.  Any and all of your unexercised and vested
options must be exercised by 5:00 p.m. on May 31, 2005, and any options that
are not exercised by 5:00 p.m. on the May 31, 2005 shall expire and
terminate.  You acknowledge that any
options exercised after the Separation Date may lose “incentive stock option”
status under Internal Revenue Code and agree to consult your tax advisor
concerning the status of such options.


 


7.             Other Compensation or Benefits.  You acknowledge that, except as expressly
provided in this Agreement, you will not receive any additional compensation,
severance or benefits after the Separation Date.


 


8.             Expense
Reimbursements.  By
the Separation Date, you will have submitted your final documented expense
reimbursement statement reflecting all business expenses you incurred through
the Separation Date, if any, for which you seek reimbursement.  The Company will reimburse you for these
expenses pursuant to its regular business practice.


 


9.             Return
of Company Property. 
By the Separation Date, you agree to return to the Company all Company
documents (and all copies thereof) and other Company property that you have had
in your possession at any time, including, but not limited to, Company files, notes,
drawings, records, business plans and forecasts, financial information,
specifications, computer-recorded information, tangible property (including,
but not limited to, computers), credit cards, entry cards, identification
badges and keys; and, any materials of any kind that contain or embody any
proprietary or confidential information of the Company (and all reproductions
thereof).


 


10.          Proprietary
Information Obligations. 
During and after your employment and your consulting relationship with
the Company, you acknowledge and will abide by all of your continuing
obligations under your Proprietary Information and Inventions Agreement,
including your obligation not to use or disclose any confidential or
proprietary information of the Company without prior written authorization from
a duly authorized representative of the Company.  A copy of your Proprietary Information and Inventions Agreement
is attached hereto as Exhibit A.


 


11.          Confidentiality.  The provisions of this Agreement will be
held in strictest confidence by you and the Company and will not be publicized
or disclosed in any manner whatsoever; provided, however, that:  (a) you may disclose this Agreement in
confidence to your immediate family; (b) the parties may disclose this
Agreement in confidence to their respective attorneys, accountants, auditors,
tax preparers and financial advisors; (c) the Company may disclose this
Agreement as necessary to fulfill standard or legally required corporate
reporting or disclosure requirements; and (d) the parties may disclose this
Agreement insofar as such disclosure may be necessary to enforce its terms or
as otherwise required by law.  In
particular, and without limitation, you agree not to disclose the terms of this
Agreement to any current or former Company employee.


 


12.          Nondisparagement.  You agree not to disparage the Company or
its officers, directors, employees, stockholders and agents, in any manner
likely to be harmful to them or their business, business reputation, or
personal reputation.  The Company
(through its officers


 


3

















 


and directors) agrees not to disparage you in any manner likely to be
harmful to your business reputation, or personal reputation.  Notwithstanding the foregoing, it shall not
violate the provisions of this Section 12 for you or the Company to respond
accurately and fully to any question, inquiry, or request for information when
required by legal process.


 


13.          Cooperation.  You agree to assist the Company in every
proper way with any pending or threatened litigation in which you may have
factual knowledge relevant to the matter. 
You agree to assist the Company by attending meetings, preparing and
signing affidavits, attending informal interviews, providing deposition or trial
testimony, and other similar acts as requested by the Company.  You acknowledge and agree that you are
expected only to provide truthful and accurate information and testimony in
connection with your obligations as set forth in this Section 13.  You further agree to assist the Company with
any transitional matters relating to the termination of your employment by
making yourself available by telephone as reasonably requested by the Company.


 


14.          Release.


 


(a)           Release
by You.  In exchange for the
benefits you are receiving under the terms of this Agreement to which you would
not otherwise be entitled, you hereby generally and completely release the
Company and its directors, officers, employees, shareholders, partners, agents,
attorneys, predecessors, successors, parent or subsidiary entities, insurers,
affiliates and assigns from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events,
acts, conduct, or omissions prior to or on the date you sign this
Agreement.  This general release
includes, but is not limited to: (1) all claims arising out of or in any way
related to your employment with the Company or the termination of that
employment, or your consulting arrangement with the Company; (2) all claims
related to your compensation or benefits from the Company, including salary,
bonuses, commissions, vacation pay, expense reimbursements, severance pay,
fringe benefits, stock, stock options or any other ownership interests in the
Company; (3) all claims for breach of contract, wrongful termination or breach
of the implied covenant of good faith and fair dealing; (4) all tort claims,
including claims for fraud, defamation, emotional distress and discharge in
violation of public policy; and (5) all federal, state, and local statutory
claims, including claims for discrimination, harassment, retaliation,
attorneys’ fees, or other claims arising under the federal Civil Rights Act of
1964 (as amended), the federal Americans with Disabilities Act of 1990, the
federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), or
the California Fair Employment & Housing Act.


 


(b)           Release
by the Company.  In exchange
for the consideration under this Agreement, the Company hereby releases you of and
from any and all claims or potential claims, liabilities and obligations, both
known and unknown, arising out of or in any way related to events, acts,
conduct, or omissions that arose within the course and scope of your
employment, prior to or on the date you sign this Agreement.  Notwithstanding the release in the preceding
sentence, the Company is not waiving its rights to enforce the provisions of
this Agreement.


 


15.          Waiver
Of Unknown Claims.  In giving its release, which includes claims
that may be unknown to a party to this agreement at present, each party
acknowledges that he or it has read and understand Section 1542 of the
California Civil Code which reads as follows: 
“A


 


4

















 


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.”  Each party expressly waives and relinquishes
all rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to the party’s release of claims herein, including
but not limited to the party’s release of any unknown or unsuspected claims he
or it may have against the other party.


 


16.          ADEA
Waiver.  You hereby acknowledge that you are
knowingly and voluntarily waiving and releasing any rights you may have under
the ADEA, and that the consideration given for the foregoing waiver is in
addition to anything of value to which you were already entitled.  You have been advised by this writing, as
required by the ADEA that: (a) your waiver and release do not apply to any
claims that may arise after your signing of this Agreement; (b) you should
consult with an attorney prior to executing this release; (c) you have
twenty-one (21) days within which to consider this release (although you may
choose to voluntarily execute this release earlier); (d) you have seven (7)
days following the execution of this release to revoke the Agreement; and (e) this Agreement will not be effective
until the eighth day after this Agreement has been signed both by you and by
the Company (“Effective Date”).


 


17.          Arbitration.  To ensure rapid and economical resolution of
any disputes which may arise under this Agreement (with the sole exception of
disputes involving enforcement of the Proprietary Information and Inventions
Agreement), you and the Company agree that any and all disputes or
controversies of any nature whatsoever, arising from or regarding the
interpretation, performance, enforcement or breach of this Agreement shall be
resolved by confidential, final and binding arbitration (rather than trial by
jury or court or resolution in some other forum).  Any arbitration proceeding pursuant to this Agreement shall be
conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in San
Francisco, California, under the then-existing JAMS rules.  The prevailing party in such arbitration
proceedings shall be entitled to recover from the other party reasonable
attorneys’ fees, arbitration expenses and other recoverable costs incurred in
connection with such arbitration proceeding. 
Nothing in this Agreement shall prevent either party from seeking to obtain
injunctive relief in court to preserve the status quo or prevent irreparable
harm pending the conclusion of any such arbitration.


 


18.          Miscellaneous.  This Agreement, including Exhibit A, constitutes the complete, final
and exclusive embodiment of the entire agreement between you and the Company
with regard to this subject matter.  By
way of clarification, this Agreement supersedes your Offer Letter and all terms
and conditions thereof.  This Agreement
shall not, however, supercede your Indemnity Agreement with the Company, and
such Indemnity Agreement shall continue in full force and effect pursuant to
the terms and conditions thereof.  This
Agreement is entered into without reliance on any promise or representation,
written or oral, other than those expressly contained herein, and it supersedes
any other such promises, warranties or representations.  This Agreement may not be modified or
amended except in a writing signed by both you and a duly authorized officer of
the Company.  This Agreement will bind
the heirs, personal representatives, successors and assigns of both you and the
Company, and inure to the benefit of both you and the Company, their heirs,
successors and assigns.  If any
provision of this Agreement is determined to be invalid or unenforceable, in
whole or in part, this determination will not affect any other provision of
this Agreement and the provision in question will be modified by the court


 


5

















 


so as to be rendered enforceable. 
This Agreement will be deemed to have been entered into and will be
construed and enforced in accordance with the laws of the State of California
as applied to contracts made and to be performed entirely within California.


 


6

















 


If this Agreement
is acceptable to you, please sign below and return the originals of both to me.


 


I wish you good
luck in your future endeavors.


 


Sincerely,


 


	
  INTERMUNE, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:  

  	
  /s/ Daniel G.
  Welch

  	
   

  
	
   

  	
  Daniel G. Welch

  	
   

  
	
   

  	
  Chief Executive
  Officer and President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit
  A - Proprietary Information and Inventions Agreement

  
	
   

  	
   

  	
   

  
	
  ACCEPTED
  AND AGREED:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    /s/ Peter Van Vlasselaer

  	
   

  
	
   

  	
   

  	
   

  
	
  Peter Van
  Vlasselaer

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: 

  	
  4/5/04

  	
   

  
					



 

















 


EXHIBIT A


 


PROPRIETARY INFORMATION AND
INVENTIONS AGREEMENT


 


INTERMUNE PHARMACEUTICALS, INC.


 


EMPLOYEE PROPRIETARY INFORMATION


 


AND INVENTIONS AGREEMENT


 


In consideration of my employment or continued employment by INTERMUNE
PHARMACEUTICALS, INC. (the “Company”), and the compensation now and
hereafter paid to me, I hereby agree as follows:


 


1.             NONDISCLOSURE


 


1.1          Recognition of Company’s Rights;
Nondisclosure.  At all
times during my employment and thereafter, I will hold in strictest confidence
and will not disclose, use, lecture upon or publish any of the Company’s
Proprietary Information (defined below), except as such disclosure, use or
publication may be required in connection with my work for the Company, or
unless an officer of the Company expressly authorizes such in writing.  I will obtain Company’s written approval
before publishing or submitting for publication any material (written, verbal,
or otherwise) that relates to my work at Company and/or incorporates any
Proprietary Information.  I hereby
assign to the Company any rights I may have or acquire in such Proprietary Information
and recognize that all Proprietary Information shall be the sole property of
the Company and its assigns.


 


1.2          Proprietary Information.  The term “Proprietary
Information” shall mean any and all confidential and/or proprietary
knowledge, data or information of the Company. 
By way of illustration but not limitation, “Proprietary Information”
includes (a) trade secrets, inventions, mask works, ideas, processes,
formulas, source and object codes, data, programs, other works of authorship,
know-how, improvements, discoveries, developments, designs and techniques
(hereinafter collectively referred to as “Inventions”); and (b) information
regarding plans for research, development, new products, marketing and selling,
business plans, budgets and unpublished financial statements, licenses, prices
and costs, suppliers and customers; and (c) information regarding the skills
and compensation of other employees of the Company.  Notwithstanding the foregoing, it is understood that, at all such
times, I am free to use information which is generally known in the trade or
industry, which is not gained as result of a breach of this Agreement, and my
own, skill, knowledge, know-how and experience to whatever extent and in
whichever way I wish.


 


1.3          Third Party Information.  I understand, in addition, that the Company
has received and in the future will receive from third parties confidential or
proprietary information (“Third Party 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. 
During the term of my employment and thereafter, I will hold Third Party
Information in the strictest confidence and will not disclose to anyone (other
than Company personnel who need to know such information in connection with
their work for the Company) or use, except in connection with my work for the
Company, Third Party Information unless expressly authorized by an officer of
the Company in writing.


 


1.4          No Improper Use of Information of
Prior Employers and Others. 
During my employment by the Company I will not improperly use or
disclose any confidential information or trade secrets, if any, of any former
employer or any other person to whom I have an obligation of confidentiality,
and I will not bring onto the premises of the Company any unpublished documents
or any property belonging to any former employer or any other person to whom I
have an obligation of confidentiality unless consented to in writing by that
former employer or person.  I will use
in the performance of my duties only information which is generally known and
used by persons with training and experience comparable to my own, which is
common knowledge in the industry or otherwise legally in the public domain, or
which is otherwise provided or developed by the Company.


 


2

















 


2.             ASSIGNMENT OF INVENTIONS.


 


2.1          Proprietary Rights.  The term “Proprietary Rights” shall
mean all trade secret, patent, copyright, mask work and other intellectual
property rights throughout the world.


 


2.2          Prior Inventions.  Inventions, if any, patented or unpatented,
which I made prior to the commencement of my employment with the Company are
excluded from the scope of this Agreement. 
To preclude any possible uncertainty, I have set forth on Exhibit B
(Previous Inventions) attached hereto a complete list of all
Inventions that I have, alone or jointly with others, conceived, developed or
reduced to practice or caused to be conceived, developed or reduced to practice
prior to the commencement of my employment with the Company, that I consider to
be my property or the property of third parties and that I wish to have
excluded from the scope of this Agreement (collectively referred to as “Prior
Inventions”).  If disclosure
of any such Prior Invention would cause me to violate any prior confidentiality
agreement, I understand that I am not to list such Prior Inventions in Exhibit B
but am only to disclose a cursory name for each such invention, a listing of
the party(ies) to whom it belongs and the fact that full disclosure as to such
inventions has not been made for that reason. A space is provided on Exhibit B
for such purpose.  If no such disclosure
is attached, I represent that there are no Prior Inventions.  If, in the course of my employment with the
Company, I incorporate a Prior Invention into a Company product, process or
machine, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license (with rights to
sublicense through multiple tiers of sublicensees) to make, have made, modify,
use and sell such Prior Invention. 
Notwithstanding the foregoing, I agree that I will not incorporate, or
permit to be incorporated, Prior Inventions in any Company Inventions without
the Company’s prior written consent.


 


2.3          Assignment of Inventions.  Subject to Sections 2.4, and 2.6, I hereby
assign and agree to assign in the future (when any such Inventions or
Proprietary Rights are first reduced to practice or first fixed in a tangible
medium, as applicable) to the Company all my right, title and interest in and
to any and all Inventions (and all Proprietary Rights with respect thereto)
whether or not patentable or registrable under copyright or similar statutes,
made or conceived or reduced to practice or learned by me, either alone or
jointly with others, during the period of my employment with the Company.  Inventions assigned to the Company, or to a
third party as directed by the Company pursuant to this Section 2, are
hereinafter referred to as “Company Inventions.”


 


2.4          Nonassignable Inventions.  This Agreement does not apply to an
Invention which qualifies fully as a nonassignable Invention under
Section 2870 of the California Labor Code (hereinafter “Section 2870”).  I have reviewed the notification on Exhibit A
(Limited Exclusion Notification) and agree that my signature acknowledges
receipt of the notification.


 


2.5          Obligation to Keep Company Informed.  During the period of my employment and for
six (6) months after termination of my employment with the Company, I will
promptly disclose to the Company fully and in writing all Inventions authored,
conceived or reduced to practice by me, either alone or jointly with
others.  In addition, I will promptly
disclose to the Company all patent applications filed by me or on my behalf
within a year after termination of employment. 
At the time of each such disclosure, I will advise the Company in
writing of any Inventions that I believe fully qualify for protection under
Section 2870; and I will at that time provide to the Company in writing
all evidence necessary to substantiate that belief.  The Company will keep in confidence and will not use for any
purpose or disclose to third parties without my consent any confidential
information disclosed in writing to the Company pursuant to this Agreement
relating to Inventions that qualify fully for protection under the provisions
of Section 2870.  I will preserve
the confidentiality of any Invention that does not fully qualify for protection
under Section 2870.


 


2.6          Government or Third Party.  I also agree to assign all my right, title
and interest in and to any particular Company Invention to a third party,
including without limitation the United States, as directed by the Company.


 


2.7          Works for Hire.  I acknowledge that all original works of
authorship which are made by me (solely or jointly with others) within the
scope of my employment and which are protectable by copyright are “works


 


3

















 


made for hire,”
pursuant to United States Copyright Act (17 U.S.C., Section 101).


 


2.8          Enforcement of Proprietary Rights.  I will assist the Company in every proper
way to obtain, and from time to time enforce, United States and foreign
Proprietary Rights relating to Company Inventions in any and all
countries.  To that end I will execute,
verify and deliver such documents and perform such other acts (including
appearances as a witness) as the Company may reasonably request for use in applying
for, obtaining, perfecting, evidencing, sustaining and enforcing such
Proprietary Rights and the assignment thereof. 
In addition, I will execute, verify and deliver assignments of such
Proprietary Rights to the Company or its designee.  My obligation to assist the Company with respect to Proprietary
Rights relating to such Company Inventions in any and all countries shall
continue beyond the termination of my employment, but the Company shall
compensate me at a reasonable rate after my termination for the time actually
spent by me at the Company’s request on such assistance.


 


In the
event the Company is unable for any reason, after reasonable effort, to secure
my signature on any document needed in connection with the actions specified in
the preceding paragraph, I hereby irrevocably designate and appoint the Company
and its duly authorized officers and agents as my agent and attorney in fact,
which appointment is coupled with an interest, to act for and in my behalf to
execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purposes of the preceding paragraph with the same
legal force and effect as if executed by me. 
I hereby waive and quitclaim to the Company any and all claims, of any
nature whatsoever, which I now or may hereafter have for infringement of any
Proprietary Rights assigned hereunder to the Company.


 


3.                      RECORDS.  I agree to keep and maintain adequate and current records (in
the form of notes, sketches, drawings and in any other form that may be
required by the Company) of all Proprietary Information developed by me and all
Inventions made by me during the period of my employment at the Company, which
records shall be available to and remain the sole property of the Company at
all times.


 


4.                      ADDITIONAL ACTIVITIES.  I agree that during the period of my
employment by the Company I will not, without the Company’s express written
consent, engage in any employment or business activity which is competitive
with, or would otherwise conflict with, my employment by the Company.  I agree further that for the period of my
employment by the Company and for one (l) year after the date of termination of
my employment by the Company I will not induce any employee of the Company to
leave the employ of the Company.


 


5.             NO
CONFLICTING OBLIGATION. 
I represent that my 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 information acquired by me in confidence or in trust prior
to my employment by the Company.  I have
not entered into, and I agree I will not enter into, any agreement either
written or oral in conflict herewith.


 


6.             RETURN
OF COMPANY DOCUMENTS. 
When I leave the employ of the Company, I will deliver to the Company
any and all drawings, notes, memoranda, specifications, devices, formulas, and
documents, together with all copies thereof, and any other material containing
or disclosing any Company Inventions, Third Party Information or Proprietary
Information of the Company.  I further
agree that any property situated on the Company’s premises and owned by the
Company, including disks and other storage media, filing cabinets or other work
areas, is subject to inspection by Company personnel at any time with or
without notice.  Prior to leaving, I
will cooperate with the Company in completing and signing the Company’s
termination statement.


 


7.             LEGAL
AND EQUITABLE REMEDIES. 
Because my services are personal and unique and because I may have
access to and become acquainted with the Proprietary Information of the
Company, the Company shall have the right to enforce this Agreement and any of
its provisions by injunction, specific performance or other equitable relief,
without bond and without prejudice to any other rights and remedies that the
Company may have for a breach of this Agreement.


 


8.             NOTICES.  Any notices required or permitted hereunder
shall be given to the


 


4

















 


appropriate party
at the address specified below or at such other address as the party shall
specify in writing.  Such notice shall
be deemed given upon personal delivery to the appropriate address or if sent by
certified or registered mail, three (3) days after the date of mailing.


 


9.             NOTIFICATION
OF NEW EMPLOYER.  In
the event that I leave the employ of the Company, I hereby consent to the
notification of my new employer of my rights and obligations under this
Agreement.


 


10.          GENERAL
PROVISIONS.


 


10.1        Governing Law; Consent to Personal
Jurisdiction.  This
Agreement will be governed by and construed according to the laws of the State
of California, as such laws are applied to agreements entered into and to be
performed entirely within California between California residents.  I hereby expressly consent to the personal
jurisdiction of the state and federal courts located in Santa Clara County,
California for any lawsuit filed there against me by Company arising from or
related to this Agreement.


 


10.2        Severability.  In case any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. 
If moreover, any one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed by limiting and
reducing it, so as to be enforceable to the extent compatible with the
applicable law as it shall then appear.


 


10.3        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.


 


10.4        Survival.  The provisions of this Agreement shall
survive the termination of my employment and the assignment of this Agreement
by the Company to any successor in interest or other assignee.


 


10.5        Employment.  I agree and understand that nothing in this
Agreement shall confer any right with respect to continuation of employment by
the Company, nor shall it interfere in any way with my right or the Company’s
right to terminate my employment at any time, with or without cause.


 


10.6        Waiver.  No waiver by the Company of any breach of
this Agreement shall be a waiver of any preceding or succeeding breach.  No waiver by the Company of any right under
this Agreement shall be construed as a waiver of any other right.  The Company shall not be required to give
notice to enforce strict adherence to all terms of this Agreement.


 


10.7        Entire Agreement.  The obligations pursuant to Sections 1 and 2
of this Agreement shall apply to any time during which I was previously
employed, or am in the future employed, by the Company as a consultant if no
other agreement governs nondisclosure and assignment of inventions during such
period.  This Agreement is the final,
complete and exclusive agreement of the parties with respect to the subject
matter hereof and supersedes 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 and signed by the party to be charged. 
Any subsequent change or changes in my duties, salary or compensation
will not affect the validity or scope of this Agreement.


 


5

















 


This Agreement shall be effective as of the first day
of my employment with the Company, namely: 
November 15, 1999.


 


I
HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.  I HAVE COMPLETELY FILLED OUT EXHIBIT B
TO THIS AGREEMENT.


 


	
  /s/ Peter Van
  Vlasselaer

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Peter Van
  Vlasselaer

  	
   

  	
   

  
	
  (Printed Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1065 Hickorynut Ct.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Sunnyvale, CA 94087

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:  

  	
  November 15,
  1999

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INTERMUNE PHARMACEUTICALS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Timothy
  Lynch

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: 

  	
  Chief Financial
  Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  3294 West
  Bayshore Road

  	
   

  
	
   

  	
  Palo Alto, CA
  94303

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated: 

  	
  1/17/00

  	
   

  	
   

  
																



 

















 


EXHIBIT A


 


LIMITED EXCLUSION NOTIFICATION


 


THIS IS
TO NOTIFY you in accordance with Section 2872 of the
California Labor Code that the foregoing Agreement between you and the Company
does not require you to assign or offer to assign to the Company any invention
that you developed entirely on your own time without using the Company’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 Company’s
business, or actual or demonstrably anticipated research or development of the
Company;


 


2.             Result from any
work performed by you for the Company.


 


To the extent a provision in the foregoing Agreement purports to
require you to assign an invention otherwise excluded from the preceding
paragraph, the provision is against the public policy of this state and is
unenforceable.


 


This limited exclusion does not apply to any patent or invention
covered by a contract between the Company and the United States or any of its
agencies requiring full title to such patent or invention to be in the United
States.


 


I
ACKNOWLEDGE RECEIPT of a copy of this notification.


 


	
   

  	
   

  	
  By: 

  	
  Peter Van
  Vlasselaer

  
	
   

  	
   

  	
  (PRINTED NAME OF EMPLOYEE)

  
	
   

  	
   

  	
  Date: 

  	
  November 15,
  1999

  
	
   

  	
   

  	
   

  
	
  WITNESSED BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    Mireya M. Cretarolo

  	
   

  	
   

  
	
  (PRINTED NAME OF REPRESENTATIVE)

  	
   

  	
   

  
					



 


1

















 


PETER VAN
VLASSELAER


1065 Hickorynut
Court


Sunnyvale, CA
94087


Tel:  (408) 774-1883 (Home)


Fax:  (408) 481-0798 (Home)


E-Mail:  pvvavc@pacbell.net (Home)


Tel:  (415) 964-6744 ext. 3084 (Work)


E-mail: pvanvlasselaer@dendreon.com


 


PATENTS


 


•                  Methods for Enriching Human
Hematopoietic Stem Cells.


U.S. Patent No. 5,474,687. Inventor


•                  Centrifugation Syringe System and
Method.


AU Patent No. 680383. Inventor.


•                  Methods for Enriching Breast Tumor
Cells.


U.S. Patent No. 5,648,223. Inventor.


•                  Methods for Enriching Fetal Cells
from Maternal Body Fluids.


U.S. Patent No. 5,646,004. Inventor.


•                  Separation Apparatus and Methods.


U.S. Patent No. 5,663,051. Inventor.


•                  Cell Separation Composition, Kit and
Method.


U.S. Patent No. 5,789,148. Inventor.


•                  Cell Separation Apparatus and Method.


N.Z. Patent No. 292756. Inventor.


•                  Methods for Enriching Specific Cell
Types by Density Gradient Centrifugation.


U.S. Patent No. 5,840,502. Inventor.


•                  Centrifuge Syringe Apparatus and Method.


Greek Patent No. 3028114. Inventor.


•                  Method
for High Yield Enrichment of Hematopoietic Progenitor Cells by Density Gradient
Centrifugation.  1993. Co-Inventor.


•                  Cell
Separation Apparatus and Method.  1995,
PCT/US95/11169, WO 96/07079. Inventor.


•                  Centrifuge
Syringe Apparatus and Method. 1995, PCT/US96/19713. Inventor.


•                  Cell
Washing Devise and Method. 1997. Inventor.


•                  Process
for making silanized colloidal silica. 1998. Inventor.


•                  Cell
Washing Devise and Method. 1997. PCT/US98/02661. Inventor.


•                  Process
for making organo silanized colloidal silica. 1998. Inventor.


•                  Method for preparing and in vivo
administration of antigen presenting cell composition. 1999. Inventor.


 

















 


EXHIBIT B


 


	
  TO:

  	
   

  	
  INTERMUNE PHARMACEUTICALS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
  Peter
  Van Vlasselaer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
  Nov.
  15, 1999

  	
   

  
	
   

  	
   

  	
   

  	
   

  



SUBJECT:                 Previous
Inventions


 


1.             Except as listed in Section 2
below, the following is a complete list of all inventions or improvements
relevant to the subject matter of my employment by INTERMUNE PHARMACEUTICALS, INC.
(the “Company”)
that have been made or conceived or first reduced to practice by me alone or
jointly with others prior to my engagement by the Company:


 




	
   

  	
  •           No
  inventions or improvements.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  •           See
  below:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				






 


 


ý                          Additional
sheets attached.


 


2.             Due to a prior confidentiality
agreement, I cannot complete the disclosure under Section 1 above with
respect to inventions or improvements generally listed below, the proprietary
rights and duty of confidentiality with respect to which I owe to the following
party(ies):


 


	
   

  	
  Invention or Improvement

  	
   

  	
  Party(ies)

  	
   

  	
  Relationship

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


ý                          Additional
sheets attached.


 

















 


OPTIONS


 


	
  Option Date

  	
   

  	
  ISO or NQ

  	
   

  	
  # Options

  Vested as of

  5/31/2004

  	
   

  	
  # Options

  Accelerated as

  of 5/31/2004

  	
   

  	
  Exercise
  Price

  ($)

  	
   

  
	
  10/12/1999

  	
   

  	
  ISO

  	
   

  	
  144,000

  	
  *

  	
  16,000

  	
  *

  	
  0.1250

  	
   

  
	
  3/6/2001

  	
   

  	
  ISO

  	
   

  	
  9,285

  	
   

  	
  2,873

  	
   

  	
  25.0000

  	
   

  
	
  3/6/2001

  	
   

  	
  NQ

  	
   

  	
  15,714

  	
   

  	
  2,128

  	
   

  	
  25.0000

  	
   

  
	
  2/12/2002

  	
   

  	
  ISO

  	
   

  	
  59

  	
   

  	
  797

  	
   

  	
  43.6600

  	
   

  
	
  2/12/2002

  	
   

  	
  NQ

  	
   

  	
  23,273

  	
   

  	
  9,203

  	
   

  	
  43.6600

  	
   

  
	
  3/5/2003

  	
   

  	
  ISO

  	
   

  	
  3

  	
   

  	
  86

  	
   

  	
  18.7000

  	
   

  
	
  3/5/2003

  	
   

  	
  NQ

  	
   

  	
  6,662

  	
   

  	
  4,915

  	
   

  	
  18.7000

  	
   

  
	
   

  	
   

  	
  TOTALS:

  	
   

  	
  198,996

  	
   

  	
  36,002

  	
   

  	
   

  	
   

  



 












* EARLY-EXERCISED