DECLARATIONS, OATHS,
FORMAL ASSIGNMENTS, ASSIGNMENTS OF PRIORITY RIGHTS AND POWERS OF ATTORNEY, THAT
THE COMPANY MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO PROTECT ITS RIGHTS AND
INTERESTS IN ANY DEVELOPMENT.
THE EMPLOYEE FURTHER AGREES THAT IF THE COMPANY
IS UNABLE, AFTER REASONABLE EFFORT, TO SECURE THE SIGNATURE OF THE EMPLOYEE ON
ANY SUCH PAPERS, THE SECRETARY OF THE COMPANY SHALL BE ENTITLED TO EXECUTE ANY
SUCH PAPERS AS THE AGENT AND THE ATTORNEY-IN-FACT OF THE EMPLOYEE, AND THE
EMPLOYEE HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE SECRETARY OF THE COMPANY
AS HIS AGENT AND ATTORNEY-IN-FACT TO EXECUTE ANY SUCH PAPERS ON HIS BEHALF AND
TO TAKE ANY AND ALL ACTIONS AS THE COMPANY MAY DEEM NECESSARY OR DESIRABLE IN
ORDER TO PROTECT ITS RIGHTS AND INTERESTS IN ANY DEVELOPMENT UNDER THE
CONDITIONS DESCRIBED IN THIS SENTENCE.
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10.3
UNITED STATES GOVERNMENT OBLIGATIONS.
THE EMPLOYEE ACKNOWLEDGES
THAT THE COMPANY FROM TIME TO TIME MAY HAVE AGREEMENTS WITH OTHER PARTIES OR
WITH THE UNITED STATES GOVERNMENT, OR AGENCIES THEREOF, WHICH IMPOSE OBLIGATIONS
OR RESTRICTIONS ON THE COMPANY REGARDING INVENTIONS MADE DURING THE COURSE OF
WORK UNDER SUCH AGREEMENTS OR REGARDING THE CONFIDENTIAL NATURE OF SUCH WORK.
THE EMPLOYEE AGREES TO BE BOUND BY ALL SUCH OBLIGATIONS AND RESTRICTIONS THAT
ARE MADE KNOWN TO THE EMPLOYEE AND TO TAKE ALL ACTION NECESSARY TO DISCHARGE THE
OBLIGATIONS OF THE COMPANY UNDER SUCH AGREEMENTS.
10.4
EQUITABLE REMEDIES.
THE RESTRICTIONS CONTAINED IN SECTIONS 9 AND
10 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 SECTIONS 9 OR 10 IS LIKELY TO CAUSE THE
COMPANY SUBSTANTIAL AND IRREVOCABLE DAMAGE THAT IS DIFFICULT TO MEASURE.
THEREFORE, IN THE EVENT OF ANY SUCH BREACH OR THREATENED BREACH, THE EMPLOYEE
AGREES THAT THE COMPANY, IN ADDITION TO SUCH OTHER REMEDIES THAT MAY BE
AVAILABLE, SHALL HAVE THE RIGHT TO OBTAIN AN INJUNCTION FROM A COURT RESTRAINING
SUCH A BREACH OR THREATENED BREACH AND THE RIGHT TO SPECIFIC PERFORMANCE OF THE
PROVISIONS OF SECTIONS 9 OR 10 WITHOUT POSTING A BOND AND THE EMPLOYEE HEREBY
WAIVES THE ADEQUACY OF A REMEDY AT LAW AS A DEFENSE TO SUCH RELIEF.
THE
EMPLOYEE AGREES THAT ANY CHANGE OR CHANGES IN HIS DUTIES, SALARY OR COMPENSATION
AFTER THE SIGNING OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR SCOPE OF
SECTIONS 9 OR 10.
10.5
OTHER AGREEMENTS.
THE EMPLOYEE HEREBY REPRESENTS THAT HE IS NOT
BOUND BY THE TERMS OF ANY AGREEMENT, OTHER THAN THE CONFIDENTIALITY AGREEMENT BY
AND BETWEEN THE EMPLOYEE AND CHIRON CORPORATION DATED AS OF AUGUST 30, 2001,
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, TO REFRAIN FROM COMPETING,
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DIRECTLY OR INDIRECTLY, WITH THE BUSINESS OF SUCH PREVIOUS EMPLOYER OR ANY OTHER
PARTY OR TO REFRAIN FROM SOLICITING EMPLOYEES, CUSTOMERS OR