WWW.EXFILE.COM -- 888-775-4789 -- MATRITECH INC. EXHIBIT 10.3 TO FORM 8-K


    EXHIBIT
      10.3

     

    SECOND
      AMENDED NON-DISCLOSURE AND INVENTIONS AGREEMENT

    


    


    This
      Second Amended Non-Disclosure and Inventions Agreement dated as of December
      7,
      2007 by and between Matritech, Inc., a Delaware corporation (the “Company”), and
      Stephen D. Chubb (the “Employee”) replaces and supersedes the the Amended
      Non-Disclosure and Inventions Agreement dated October 5, 2007.

    


    WHEREAS,
      the Employee is presently employed by the Company as its Chairman and Chief
      Executive Officer;

    


    WHEREAS,
      the Employee and the Company agree that certain information regarding the
      Company’s product research and development, its business planning and marketing
      strategy, and other Company proprietary information and trade secrets relating
      to the products, services and business of the Company that the Employee may
      obtain during the course of his services for the Company should be used
      exclusively for the benefit of the Company;

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and conditions herein
      contained, the parties hereto agree as follows:

    


    1.           Term.  The
      term of this Agreement shall commence as of the date of this Agreement and
      shall
      terminate when the Employee shall cease to serve the Company, or any affiliate
      or subsidiary thereof, in the capacity of an employee or officer (such service
      is described herein as maintaining a “Business Relationship” with the
      Company).  The parties agree that service only as a director of the
      Company shall not constitute maintaining a Business Relationship for purposes
      of
      this Agreement during any period when (a) the Employee has no employment
      relationship with the Company and (b) the Company is not an operating company
      (after it has sold substantially all its assets).

    


    2.           Proprietary
      Information.  For purposes of this Agreement, the term
“Proprietary Information” shall mean all knowledge and information which the
      Employee has acquired or may acquire as a result of, or related to, his Business
      Relationship with the Company concerning the Company’s business, finances,
      operations, strategic planning, research and development activities, products,
      molecules, organisms, laboratory materials, prototypes, software programs,
      firmware, designs, systems, improvements, applications, processes, trade
      secrets, services, cost and pricing policies, and including, but not limited
      to,
      information relating to formulae, diagrams, schematics, notes, data, memoranda,
      methods, know-how, techniques, inventions, and purchasing, merchandising and
      selling strategies.  Notwithstanding the foregoing sentence, but
      subject to Section 4 hereof, such Proprietary Information does not include
      (i)
      information which is or becomes publicly available (except as may be disclosed
      by the Employee in violation of this Agreement), (ii) information acquired
      by
      the Employee from a third-party source other than the Company or any of its
      employees, consultants or shareholders, which source legally acquired such
      information directly from the Company, or (iii) information of a general nature
      and specifically information regarding the 

    
      
        
        

      

      
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    biochemical
      and biotechnological industries known to the Employee prior hereto or acquired
      by the Employee during the term hereof by reason of his other business
      activities, regardless of its incorporation into Proprietary Information
      produced by him or others for the Company hereunder.

    


    3.           Nondisclosure
      Obligation.  The Employee agrees that he will not at any time,
      either during or after the term of this Agreement, without prior written consent
      of a majority of the members of the Board of Directors of the Company other
      than
      the Employee, divulge or disclose to anyone outside the Company, or appropriate
      for his own use or the use of any third party, any such Proprietary Information,
      and will not during his engagement by the Company or at any time thereafter,
      disclose or use or attempt to use any such Proprietary Information for his
      own
      benefit, or the benefit of any third party, or in any manner which may injure
      or
      cause loss or may be calculated to injure or cause loss to the
      Company.  The Employee’s obligation not to disclose information to
      third parties shall lapse on the fifth anniversary of the termination of this
      Agreement.  The Employee shall obtain from personnel, agents or other
      representatives employed or engaged by him to perform any work for the Company
      an agreement which contains the provisions of this Agreement.

    


    The
      Employee further agrees not to make any notes, memoranda, drawings or models
      relating to any matter within the scope of the Proprietary Information at any
      time otherwise than for the benefit of the Company, and, either during or after
      the termination of the Agreement, to use or permit to be used any notes,
      memoranda, report, sketches, technical data, drawings or models otherwise than
      for the benefit of the Company.  Upon termination of his Business
      Relationship with the company, the Employee shall deliver all such notes,
      memoranda, reports, sketches, technical data, drawings and models and any other
      related information and all copies thereof made during the term of this
      Agreement to the Company at its principal executive office.  The terms
      and provisions of this Section 3 shall apply with equal force and effect to
      the
      Employee’s work product hereunder and to all other property of the
      Company.

    


    4.           Assignment
      of Inventions.  It is expressly understood and agreed that any and
      all right or interest of the Employee in any business strategies and planning,
      vendor and customer lists, costs and pricing policies, designs systems,
      formulas, molecules, organisms, prototypes, products, trade secrets, inventions,
      discoveries, know-how, technical information, materials developed, or otherwise
      obtained by the Employee during the term of this Agreement which directly or
      indirectly relate to or arise out of the services rendered to the Company by
      the
      Employee or the Proprietary Information (the “Inventions”) are works for hire
      and are hereby assigned to the Company by the Employee and shall be the sole
      and
      exclusive property of the Company.  In addition, in consideration of
      this Agreement, the sale of stock of the Company to the Employee and the
      parties’ mutual interest in nuclear matrix proteins and the commercial
      applications thereof, the Employee agrees that he will work exclusively with
      the
      Company in areas relating to nuclear matrix proteins during the term of this
      Agreement and for a period of one year thereafter and further agrees that the
      term “Inventions” shall include all inventions, discoveries, know-how, technical
      information, improvements and other

    
      
        
        

      

      
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     information
      relating to nuclear matrix proteins which prior to the date hereof, during
      the
      term of this Agreement are made, conceived (whether or not reduced to practice)
      or become known to the Employee.  The Employee agrees that he will
      promptly disclose to the Company any and all such Inventions in a manner that
      will enable the Company to use effectively the Inventions, and that, upon
      request of the Company, he will execute and deliver any and all documents or
      instruments and take any other action which the Company shall deem necessary
      to
      assign to and vest in the Company, to perfect copyright and patent protection
      with respect to, or to protect the Company’s interest in, all of its rights and
      interests in and to such Inventions.  The obligations of this Section
      4 shall continue beyond the termination of this Agreement with respect to such
      Inventions and shall be binding upon his heirs, legal representatives,
      successors and assigns.  The Company agrees to pay all copyright and
      patent fees and expenses incurred by the Employee for any assistance rendered
      to
      the Company pursuant to the foregoing.

    


    5.           Absence
      of Conflicting Agreements.  The Company does not desire to acquire
      from the Employee any trade secret, confidential know-how or confidential
      information that he may have acquired from others.  Accordingly, the
      Employee represents and warrants that he is free to divulge to the Company,
      without any obligation to, or violation of any right of others, any and all
      information, know-how, technical information, practices and techniques which
      the
      Employee will and is required to describe, demonstrate, divulge or in any other
      manner make known to the Company under this Agreement.  The Employee
      represents and warrants that he is not a party to any agreement or arrangement,
      whether oral or written, which would constitute a conflict of interest with
      this
      Agreement or would prevent him from carrying out his obligations to the Company
      under this Agreement.  The Employee agrees to exonerate, indemnify,
      and hold harmless the Company from and against any and all liability, loss,
      cost, expense, damage, claims or demands for actual or alleged violation of
      the
      rights of others in and to any trade secret, know-how or other confidential
      information by reason of the Company’s receipt or use of the Employee’s services
      or the Inventions, or otherwise connection therewith.

    


    6.           Non-Competition
      Restriction.  The Employee acknowledges that he has gained or will
      gain extensive and valuable experience and knowledge in the business conducted
      by the Company and has had or will have extensive contacts with the customers,
      suppliers, investors, employees and/or consultants of the
      Company.  The Employee recognizes that it is critical to the ongoing
      success of the Company that it preserve its goodwill and protect its proprietary
      rights and its other important business interests.

    


    During
      any period in which the Employee maintains a Business Relationship with the
      Company and for a period of one year thereafter, the Employee shall not,
      directly or indirectly, engage in (whether as an officer, employee, consultant,
      director, proprietor, agent, partner or otherwise) or have an ownership interest
      in, or participate in the financing, operation, management or control of, any
      person, firm, corporation or business in competition with the Company or any
      of
      its subsidiaries or affiliates.


    
      
        
        

      

      
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    7.           Restriction
      on Solicitation.  During any period which the Employee renders
      services to the Company and for a period of one year thereafter, the Employee
      shall not recruit or otherwise solicit, entice and induce any employees of
      the
      Company or any of its subsidiaries or affiliates to terminate their employment
      with, or otherwise cease their relationship with the Company or any of its
      subsidiary or affiliates, in order to engage in any activity for any business,
      firm, corporation or any other entity that conducts research with respect to,
      develops, produces or manufactures any products or techniques or provides
      services similar to those developed, produced, manufactured or provided by
      the
      Company.

    


    8.           General.  This
      Agreement constitutes the entire Agreement between the parties relative to
      the
      subject matter hereof, and supersedes all proposals or agreements, written
      or
      oral, and all other communications between parties relating to the subject
      matter of this Agreement, including without limitation the original
      Non-Disclosure and Inventions Agreement between the parties dated December
      4,
      1987.

    


    No
      provision of this Agreement shall be waived, amended, modified, superseded,
      cancelled, renewed or extended except in a written instrument signed by the
      party against whom any of the foregoing actions is asserted.  Any
      waiver shall be limited to the particular instance and for the particular
      purpose when and for which it is given.

    


    The
      invalidity, illegality or unenforceability of any provision of this Agreement
      shall in no way effect the validity, legality or enforceability of any other
      provision of this Agreement.

    


    This
      Agreement and all rights hereunder are personal to the Employee and may not
      be
      transferred or assigned by the Employee at any time.  The Company may
      assign its rights, together with its obligations hereunder, to any affiliate
      or
      successor in connection with any consolidation, merger, sale, transfer or other
      disposition of all or substantially all of the Company’s business and
      assets.  In the event of any consolidation or merger of the Company
      with or into any other corporation, or the sale or conveyance of all or
      substantially all of the assets of the Company to another corporation, the
      surviving or acquiring corporation shall be entitled to the rights and benefits
      of the Services provided under this Agreement, and become obligated to perform
      all of the terms and conditions hereof.  The foregoing
      notwithstanding, the Company may transfer Inventions without
      limitation.

    


    This
      Agreement shall be construed and enforced in accordance with, and the rights
      of
      the parties shall be governed by, the internal laws of the Commonwealth of
      Massachusetts.

    


    All
      notices provided for in this Agreement shall be given in writing and shall
      be
      effective when either served by personal delivery, express overnight courier
      service, or by registered or certified mail, return receipt requested, addressed
      to the parties at their respective addresses herein set forth, or to such other
      address or addresses as either party may later specify by written notice to
      the
      other.


    
      
        
        

      

      
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    This
      Agreement may be executed in duplicate counterparts, which, when taken together,
      shall constitute one instrument and each of which shall be deemed to be an
      original copy.

    


    The
      provisions of Sections 2, 3, 4, 5, 6, 7 and 8 shall survive the termination
      or
      expiration of this Agreement as a continuing agreement of the Company and the
      Employee.

    


    The
      Employee acknowledges that because of the nature of the business of the Company
      and the subject matter of this Agreement, a breach of this Agreement will cause
      substantial injury to the Company for which money damages will not provide
      an
      adequate remedy, and the Employee agrees that the Company shall have the
      right  to obtain injunctive relief, including the right to have the
      provisions of this Agreement specifically enforced by any court having equity
      jurisdiction, in addition to, and not in limitation of, any remedies at law
      that
      the Company may have.

    


    Nothing
      herein contained shall be construed as prohibiting the Company or the Employee
      from pursuing any other remedies available to either for breach by the other
      under this Agreement or applicable law.

    


    Subject
      to the rights of the Company and the Employee as contained in the preceding
      paragraph, any dispute, controversy or claim arising out of, in connection
      with,
      or in relation to this Agreement or the breach of any of the provisions hereof
      shall be settled by arbitration in Boston, Massachusetts, pursuant to the rules
      then obtaining of the American Arbitration Association.  Any award
      shall be final, binding and conclusive upon the parties and a judgment rendered
      thereon may be entered in any court having competent jurisdiction
      thereof.  The fees and expenses relating to any such arbitration shall
      be borne equally by the Company and the Employee.  Each party shall be
      responsible for his or its own legal fees in connection with any such
      arbitration.

    


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    IN
      WITNESS WHEREOF, parties have executed this Agreement as of the day and year
      first above written.

    


     

    
      	 	
              MATRITECH,
                INC.

              


              By:
                /s/ David L. Corbet_________

                   President

              


              EMPLOYEE:

              


              /s/
                Stephen D. Chubb___________

              


              


              Stephen
                D. Chubb______________

              Name

              


              ____________________________

              Street
                Address

              


              ____________________________

              City                State              Zip
                Code

            


    

    


    
 

    
      
        
        

      

      
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