SECTION 12.
OPPORTUNITY FOR ADVICE.
BY SIGNING THIS AGREEMENT,
EXECUTIVE ACKNOWLEDGES THAT WITH THE ADVICE OF THE COMPANY, HE HAS HAD A
REASONABLE OPPORTUNITY TO CONSIDER ADVICE FROM HIS LEGAL COUNSEL.
FULLY
UNDERSTANDING THESE TERMS, EXECUTIVE IS ENTERING INTO THIS AGREEMENT KNOWINGLY
AND VOLUNTARILY.
SECTION 13.
ENTIRE AGREEMENT.
THIS AGREEMENT REPRESENTS THE ENTIRE
AGREEMENT OF THE PARTIES WITH RESPECT TO EXECUTIVE'S ENGAGEMENT AND TERMINATION
THEREOF, AND SUPERSEDES ALL PRIOR NEGOTIATIONS, DISCUSSIONS, CORRESPONDENCE,
COMMUNICATIONS, UNDERSTANDINGS AND AGREEMENTS BETWEEN THE PARTIES RELATING TO
THE SUBJECT MATTER OF THIS AGREEMENT.
SECTION 14.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
SECTION 15.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OR PORTION
OF THIS AGREEMENT SHALL BE DETERMINED TO BE INVALID OR UNENFORCEABLE FOR ANY
REASON, IN WHOLE OR IN PART, THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL BE
UNAFFECTED THEREBY AND SHALL REMAIN IN FULL FORCE AND EFFECT TO THE FULLEST
EXTENT PERMITTED BY LAW.
SECTION 16.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH
TOGETHER SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT.
[Remainder of page intentionally left blank.]
3
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date and year first above written.
/s/ David A. DeLong
David A. DeLong
ALLOS THERAPEUTICS, INC.
By:
/s/ Jim Caruso
Jim Caruso
Title:
Chief Commercial Officer
4
EXHIBIT A
EXHIBIT A TO EMPLOYMENT AGREEMENT
MANAGER, EXECUTIVE PERSONNEL OR ASSISTANTS'
PROPRIETARY INFORMATION, INVENTIONS,
NON-COMPETITION, AND NON-SOLICITATION AGREEMENT
This Manager, Executive Personnel or Assistants' Proprietary Information,
Inventions, Non-competition, and Non-solicitation Agreement ("Agreement") is
made in consideration for my employment or continued employment by ALLOS
THERAPEUTICS, INC. or its subsidiaries or affiliates (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 the Company's
written approval before publishing or submitting for publication any material
(written, verbal, or otherwise) that relates to my work at the 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,