Exhibit 10.51
NEUROMED TECHNOLOGIES
INC.
November 30, 1998
Dr. Terry Snutch
3963 West 24th Avenue
Vancouver, British Columbia
V6S 1M1
Dear Dr. Snutch
Assignment of Inventions, Work
Practises and Confidentiality Agreement
You and NeuroMed Technologies Inc.
(“NeuroMed”) entered into an agreement (the
“First Agreement”) on March 2, 1998 to record the
terms and conditions pursuant to which you, as an employee of
NeuroMed would receive from NeuroMed proprietary information and
pursuant to which you agreed to keep the information confidential
and to protect it from disclosure.
You have agreed to amend and replace
the First Agreement with a new agreement (the
“Agreement”) which will set out the amended terms and
conditions pursuant to which you, as an employee of NeuroMed will
receive from NeuroMed confidential and proprietary information (as
hereinafter defined) and pursuant to which you agree to keep the
information confidential and to protect it from disclosure. The
Agreement will govern the receipt and use by you of information
received from NeuroMed from and after the date of this Agreement
and shall retroactively amend and replace the First
Agreement.
The purpose of this letter is to
confirm and record the terms of the Agreement between you and
NeuroMed concerning the terms on which, as an employee of NeuroMed,
you will receive from NeuroMed information and pursuant to which
you agree to keep the information confidential and to protect it
from disclosure. NeuroMed and any affiliated companies and
associated persons will be collectively referred to in this letter
as “NeuroMed”.
You and NeuroMed hereby agree as
follows:
Definitions - In this Agreement:
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1.1
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“
Confidential Information ” means confidential
information of NeuroMed disclosed to you by NeuroMed, which shall
include but not be limited to proprietary assays, screening
strategies and technologies, targets for drug discovery, chemical
formulae, commercial and financial information concerning the
corporate and scientific and pharmaceutical research activities and
plans of NeuroMed and includes all Proprietary
Developments.
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1.2
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“
NeuroMed’s Business ” means the specific
biomedical research and development activities conducted by
NeuroMed including the discovery and development of novel calcium
channel blockers for the purpose of treating neurological
diseases;
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1.3
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“
Proprietary Development ” means a development or
developments including, without limitation;
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(a)
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enhancements,
modifications, additions or other improvements to the intellectual
property or assets owned, license, sold, marketed or used by
NeuroMed in connection with NeuroMed’s Business;
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(b)
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trademarks,
copyrights, trade names, business names, logos, design marks and
other proprietary marks;
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(c)
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inventions,
devices, discoveries, concepts, ideas, formulae, know-how,
processes, techniques, systems, methods and any and do
improvements, enhancements and modifications thereto, whether
patented or not;
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developed, created, generated,
contributed to or reduced to practice by you alone or jointly with
others pursuant to your activities as an employee, director,
officer or consultant of NeuroMed and which results from tasks
assigned to you by NeuroMed or which results from the use of the
premises or property (including equipment, supplies or Confidential
Information) owned, leased or licensed by NeuroMed and which
reasonably relates to the NeuroMed Business.
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1.4
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“
Affiliated ” shall have the meaning ascribed to that
term under the Canada Business Corporations Act RSC, 1985,
C.44, as amended.
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2.1
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Basic Obligation Of
Confidentiality - In consideration of the payment by us to you of
the sum of $10 and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, you
acknowledge and agree that in the course of your involvement with
NeuroMed’s Business, NeuroMed may disclose to you or you may
otherwise be exposed to NeuroMed’s Confidential Information.
NeuroMed agrees to provide such access to you and you agree to
receive and hold the Confidential Information on the terms and
conditions set out herein. Except as set out below, you will keep
strictly confidential all Confidential Information and all other
information that you acquire, see, or are informed of, as a direct
or indirect consequence of your involvement with NeuroMed in any
capacity or that is revealed to you by NeuroMed or is generated
through negotiations or
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Page 2 of 9
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other activities of the parties in
connection with your involvement, in any capacity, with
NeuroMed’s Business.
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2.2
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Fiduciary
Relationship . You will
be and act toward NeuroMed as a fiduciary and you will not use,
duplicate, publish, or disclose at any time, either during or after
your involvement in any capacity with NeuroMed, any of the
Confidential Information, whether or not conceived, originated,
discovered, or developed in whole or in part by you. The
restrictions in this paragraph will not apply to information
received by you from NeuroMed only when and to the extent a
particular item ceases to fit within the definition of Confidential
Information set out above or as determined by a Court of competent
jurisdiction.
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2.3
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Non-disclosure . Unless NeuroMed first gives you written
permission to do so, you will not:
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(a)
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use or
duplicate Confidential Information or recollections
thereof;
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(b)
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disclose
Confidential Information or recollections thereof to any third
party; or
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(c)
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translate or
adapt any Confidential Information or permit any Confidential
Information to be used, copied, translated or adapted except as
otherwise expressly permitted by this Agreement or by NeuroMed in a
written instrument signed by an authorised officer of
NeuroMed.
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2.4
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Exemptions
From Confidential Information. Confidential Infor
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