FOR THE
COMPANY, ITS SUBSIDIARIES OR AFFILIATES, WHETHER OR NOT RELATED TO HIS SPECIFIC
WORK AT THE COMPANY.
CONFIDENTIAL INFORMATION INCLUDES ALL INFORMATION RELATED
TO ANY ASPECT OF THE COMPANY'S BUSINESS WHICH IS EITHER INFORMATION NOT KNOWN BY
ACTUAL OR POTENTIAL COMPETITORS OF THE COMPANY OR IS PROPRIETARY INFORMATION OF
THE COMPANY, WHETHER OF A TECHNICAL NATURE OR OTHERWISE.
CONFIDENTIAL
INFORMATION INCLUDES INVENTIONS (AS DEFINED IN SECTION 17.2), KNOW-HOW, DATA,
FINANCIAL INFORMATION AND FORECASTS, PRODUCT PLANS, MARKETING PLANS AND
STRATEGIES, AND CUSTOMER LISTS.
INFORMATION SHALL BE CONSIDERED, FOR PURPOSES
OF THIS AGREEMENT, TO BE CONFIDENTIAL INFORMATION IF NOT KNOWN BY THE TRADE
GENERALLY, EVEN THOUGH SUCH INFORMATION HAS
5
BEEN DISCLOSED TO ONE OR MORE THIRD PARTIES PURSUANT TO DISTRIBUTION AGREEMENTS,
JOINT RESEARCH AGREEMENTS OR AGREEMENTS ENTERED INTO BY THE COMPANY OR ANY OF
ITS AFFILIATES.
FOR THE PURPOSES OF THIS AGREEMENT, INFORMATION SHALL NOT BE
CONSIDERED CONFIDENTIAL TO THE EXTENT THAT SUCH INFORMATION IS OR BECOMES,
THROUGH NO FAULT OF CONSULTANT, PART OF THE PUBLIC DOMAIN, OR SUCH INFORMATION
IS LAWFULLY FURNISHED TO CONSULTANT BY A THIRD PARTY WITHOUT RESTRICTION OR
DISCLOSURE.
17.2.
"INVENTIONS" SHALL MEAN ANY AND ALL INVENTIONS, CONCEPTS, IDEAS,
DESIGNS, CIRCUITS, SCHEMATICS, FORMULAS, ALGORITHMS, TRADE SECRETS, WORKS OF
AUTHORSHIP, MASK WORKS, DEVELOPMENTAL OR EXPERIMENTAL WORK, PROCESSES,
TECHNIQUES, AND IMPROVEMENTS.
IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as of
the date first above written.
CONSULTANT:
DEPOMED, INC.
/s/ John W. Fara, Ph.D.
By:
/s/ Matthew M. Gosling
John W. Fara, Ph.D.
Matthew M. Gosling
Vice President and General Counsel
6
SCHEDULE A
to Consulting Agreement
1.
Name of Consultant:
John W.
Fara, Ph.D.
2.
Address of Consultant for Notice:
3.
Term of Consulting Period:
August 28,
2007 - December 31, 2009.
4.
Duties of Consultant:
To
consult in areas associated with the Company's business (including without
limitation product development, business development and investor relations) as
requested by the Company's chief executive officer then in office.
5.
Number of Hours of Consulting to be
Performed Per Month:
Not more than 20 hours per month, unless agreed by
Consultant.
6.
Consulting Fees:
$20,833.33 per month
(or $1,042 per business day for any partial month), which amount shall be paid
irrespective of the number of hours of consulting services per month performed
by Consultant for the period ending on December 31, 2008, and at the rate of
$300 per hour for the period January 1, 2009 through December 31, 2009 for
consultancy approved in writing in advance.
Initialed By:
CONSULTANT:
JWF
Depomed: MMG
SCHEDULE B
to Consulting Agreement
(Excluded Inventions, Improvements, and
Original Works of Authorship)
Identifying Number
Title
Date
or Brief Description
(None)