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`EMPLOYEE PROPRIETARY INFORMATION AND I NVENTIONS
`AND DISPUTE RESOLUTION AGREEMENT
`
`the
`Inventions/Dispute Resolution Agreement (hereinafter
`This Employee Proprietary Information and
`"Agreement") shall be effective as of the first day of my employment with Biogen Idee Inc. (together with its
`subsidiaries and any other corporate affiliates hereinafter collectively, the "Company") or, if I already am employed
`In consideration of my employment or continued
`by the Company, on the date that I sign this Agreement.
`employment, as the case may be, and the compensation to be received by me from the Company from time to time, 1
`hereby specifically acknowledge, understand and agree that:
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`Nature of Employment Relationship
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`1. My employment w ith the Company has been entered into voluntarily and I may resign at any time. Similarly,
`the Company may terminate my employment at any time without cause or notice, and for any reason, without
`resort to any policies, practices or procedures. No implied oral or written agreements contrary to the express
`language of this Agreement are valid unless they are in writing and signed by the Board of Directors or the
`President of the Company.
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`Protection of the Company's Intellectual Property and Goodwill
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`2. The Company is engaged in a continuous program of research, development, production, sales and marketing.
`am expected to make new contributions and/or inventions of value to the Company as a part of my employment
`by the Company.
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`3. My employment creates a relationship of confidence and trust between me and the Company with respect to any
`nonpublic information applicable to or related to the business of the Company or applicable to or related to the
`business of any client or customer of the Company or to the disclosure of nonpublic information to the
`Company by any person or entity, which may be made known to me by the Company or by a client or customer
`of the Company, or created or learned by me during the period of my employment.
`
`4. The Company possesses and will possess information that has been created, discovered, developed, or
`otherwise become known to the Company (including without limitation information created, discovered,
`developed, or made known by me) and/or in which property rights have been assigned o r otherwise conveyed to
`the Company, which information has commercial value in the business in which the Company is engaged or
`w ill engage and is not generally known to the public. All of the aforementioned information is hereinafter
`called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes
`trade secrets, processes, nonpublic patent applications, formulas, data, know-how, improvements, inventions,
`techniques, biological materials, marketing plans, strategies, forecasts, customer lists, personnel and non-public
`financial information.
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`5. All Proprietary Information shall be the sole and exclusive property of the Company and its assigns, and the
`Company and its assigns shall be the sole and exclusive owner of all patents or other rights in connection
`therewith. I hereby assign to the Company, or such o ther entity as the Company directs in writing, any rights I
`may have or acquire in such Proprietary Information.
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`G. At all times, both duri ng my employment by the Company and after its termination for any reason, I w ill keep
`in confidence and trust all Proprietaty Information, and I will not use or disclose any Proprietaty Information
`w ithout the written consent of the Company, except as may be necessary in the ordinary course of perfo rming
`my duties as an employee of the Company.
`
`7. All documents, records, notes, apparatus, computers, data storage devices, equipment and other physical
`property, and all documents and records (whether stored electronically or in hard copies), whether or not
`pertaining to Proprietary Information, furnished to me by the Company or produced by me or others in
`connection with my employment w ith the Company, shall be and remain the sole property of the Company. I
`w ill promptly return and deliver such propetty and any copies to the Company as and when requested by the
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`Biogen Exhibit 2032
`Coalition v. Biogen
`IPR2015-01993
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`Company. Should the Company not so request, I shall return and deliver all such property upon termination of
`my employment with the Company for any reason, and I will not take with me any such property or any
`reproduction of such property, in any form, upon termination.
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`8. During the period of my employment by the Company, I will not, without the Company's prior written consent,
`engage in any employment or activity other than for the Company in any business in which the Company is
`now or may during the course of my employment become engaged.
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`9.
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`I will promptly disclose to the Company, or any persons designated by it, all improvements, inventions,
`formulas, biological materials, processes, techniques, know-how, and data, whether or not patentable, which are
`made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period
`of my employment and which are related to or useful in the actual or anticipated business of the Company, or
`result from tasks assigned me by the Company or result from use of premises, or equipment or materials,
`possessed, owned, leased, or contracted for by the Company (all said improvements, inventions, formulas,
`biological materials, processes, techniques, know-how, and data shall be collectively hereinafter called
`" Inventions").'
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`10. My ownership interest in all Inventions that I make, conceive, reduce to practice or develop (in whole or in part,
`either alone or jointly with others) during my employment, shall be the sole and exclusive prope1ty of the
`Company and its assigns, and the Company and its assigns shall be the sole and exclusive owner of all patents
`and other rights in connection therewith. I will assign to the Company, or such corporate affiliate as Company
`may specify, any rights I may have or acquire in such Inventions. As to all such Inventions, I will assist the
`Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents
`on said Inventions in any and all countries. To that end I will, without limitation, assist and cooperate in legal
`proceedings, and will execute all documents for use in applying for and for obtaining and maintaining such
`patents thereon and enforcing the same, as the Company may desire, together with any assignments thereof to
`the Company or person designated by it. My obligation to assist the Company in obtaining and enforcing
`patents for such Inventions in any and all countries shall continue beyond the termination of my employment
`for any reason, but the Company shall compensate me at the rate of pay I was receiving at the time of my
`termination for time actually spent by me at the Company's request on such assistance. In the event that the
`Company is unable for any reason whatsoever to secure my signature to any lawful and necessary document
`required to apply for any such patent or to prosecute any patent application with respect to such an Invention
`(including renewals, extensions, continuations, divisions or continuations in patt thereof), I hereby irrevocably
`designate and appoint the Company and its duly authorized officers and agents, as my agents and attorney-in(cid:173)
`fact to act for and in my behalf and instead of me, to execute and file any such application and to do all other
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`1 APPLICABLE TO CALIFORNIA-BASED EMPLOYEES ONLY
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`This Agreement does not require assignment of an invention which an employee cannot be obligated to assign under
`Section 2870 of the California Labor Code (hereafter called "Section 2870") (quoted below). However I will
`disclose any Inventions as required by Section 9 hereof regardless of whether I believe the Invention is protected by
`Section 2870, in order to permit the Company to engage in a review process to determine such issues as may arise.
`Such disclosure shall be received in confidence by the Company.
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`Califomia Labor Code§ 2870. Application of provision providing that employee shall assign or offer
`to assign rights in invention to employer.
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`Any provision in an employment agreement which provides that an employee shall assign or offer to
`assign any of his or her rights in an invention to his or her employer shall not apply to an invention to
`which no equipment, supplies, facility, or trade secret information of the employer was used and which
`was developed entirely on the employee's own time, and (a) which does not relate (1) to the business
`of the employer or (2) to the employer's actual or demonstrably anticipated research or development,
`or (b) which does not result from any work performed by the employee for the employer. Any
`provision which purpmts to apply to such an invention is to that extent against the public policy of this
`state and is to that extent void and unenforceable.
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`lawfully permitted acts to fmiher the prosecution and issuance of patents thereon with the same legal force and
`effect as if executed by me.
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`11. Any copyrightable works, including, without limitation, literary works, computer programs, atiistic works
`(including design, graphs, drawings, blueprints and other works), recordings, slides, motion pictures and other
`audio-visual works that T may produce in the course of my employment by the Company shall be "works made
`for hire," to the maximum extent permitted by law. Any works of authorship that I may prepare alone or with
`others during my employment with the Company, so far as they relate to the actual or anticipated business of
`the Company, or processes, personnel, financial information, apparatus, products, researches or research
`programs of the Company, shall be regarded as prepared by me within the scope of my employment, and, unless
`otherwise agreed to in a written instrument signed by an officer of the Company, shall be owned by the
`Company, including, without limitation any copyright(s) in such works of authorship and 1 hereby assign to the
`Company any and all rights I may have in such works of authorship and in any and all copyrights therein and
`I will execute promptly when requested by the Company to do so any
`copyright registrations thereof.
`assignment documents that the Company deems necessary or appropriate to serve as further evidence of this
`assignment. J will, without limitation, assist and cooperate in legal proceedings, and will execute all documents
`for use in applying for and for obtaining and maintaining copyrights in work of authorship, and in enforcing the
`same, as the Company may desire, together with any assignments thereof to the Company or person designated
`by it. M y obligation to assist the Company in obtaining and enforcing copyrights in works of authorship, in any
`and all countries shall continue beyond the termination of my employment for any reason, but the Company
`shall compensate me at the rate of pay T was receiving at the time of my termination for time actually spent by
`me at the Company's request on such assistance. In the event that the Company is unable for any reason
`whatsoever to secure my signature to any lawful and necessary document required to apply for any such
`copyright or to prosecute any copyright registration application with respect to such work of authorship, or
`renewal thereof, I hereby irrevocably designate and appoint the Company and its duly authorized officers and
`agents, as my agents and attorney-in-fact to act for and in my behalf and instead of me, to execute and file any
`such application and to do all other lawfully permitted acts to further the prosecution and issuance of copyright
`registrations thereon with the same legal force and effect as if executed by me.
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`12. As a matter of record J attach hereto Exhibit A, a complete list of all inventions or improvements relevant to the
`subject matter of my employment by the Company which have been made or conceived or first reduced to
`practice by me alone or jointly with others prior to my employment with the Company that I desire to remove
`from the operation of this Agreement, and J covenant that such list is complete. If no such list is attached to this
`Agreement, I represent that I have no such inventions and improvements at the time of signing this Agreement.
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`13. Except as set fm1h on Exhibit A, attached hereto, T have not brought to the Company or used in the performance
`of my responsibilities at the Company any confidential or proprietary materials or documents of a former
`employer. I will not do so in the future unless I have first: (i) obtained and provided to the Company written
`authorization from the former employer for their possession and use, and (ii) obtained written authorization by
`an officer of the Company for their use in the performance of my responsibilities at the Company. I have
`recorded on Exhibit A, attached hereto, a complete list of all materials and documents of any former employer T
`have brought with me to the Company or that I propose to bring with me to the Company or for use in my
`employment with the Company.
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`14. I represent that my execution of this Agreement, my employment with the Company and the performance of my
`proposed duties for the Company will not violate any obligations I may have to any former employer. I will
`provide to the Company any agreement with a former employer that purports to limit my employment activities
`subsequent to the termination of that employment relationship. I fm1her represent that my performance of all
`the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to
`keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by
`the Company. I have not entered into, and I will not enter into, any agreement either written or oral in conflict
`herewith. During my employment with the Company, I am not to breach any obligation of confidentiality that I
`may have to former employers.
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`15. The Company has received and in the future will receive from clients, customers and other third parties, their
`confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality
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`of such information and to use it only for limited purposes. I will hold all such confidential or proprietary
`information in the strictest confidence and not disclose it to any person, firm or corporation or use it except as
`necessary in carrying out my work for the Company consistent with the Company's agreement with such third
`party.
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`Non-So lic itation
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`16. During the term of my employment and for a period of two (2) years following the separation of my
`employment with the Company, regardless of the reason for such separation, Twill neither (i) offer employment
`to or hire any Company employee, whether for my own benefit or for the benefit of another person or entity
`(nor shall I assist any other in doing so) nor (ii) solicit, entice or persuade any employee to leave the Company.
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`Enforcement of Covenants
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`17. I acknowledge that in the event of my breach or th reatened breach of my agreements set forth in this
`Agreement, the Company will suffer irreparable harm, and monetary damages will be impossible to ascertain
`and/or inadequate to compensate it for such breach. Therefore, in the event of my breach or threatened breach
`of any of my obligations, the Company, in addition to and not in limitation of other rights, shall be entitled to
`injunctive relief (without any obligation by the Company to post a bond) in order to restrain any such breach or
`threatened breach by me. In the event a cowi of competent jurisdiction determines that I have violated any
`provision of this Agreement, the running of the time period of the provision so violated shall be automatically
`suspended as of the date of such violation until the court determines that such violation has permanently ceased,
`after which the time period shall recommence and shall run for the remainder of its term.
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`Dispute Resolution
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`18. Tn the event of a "Dispute" as that term is defined in Section 20 of this Agreement, either of us may request that
`the other participate in a mediation administered by the American Arbitration Association in accordance with its
`Employment Dispute Resolution Rules ("AAA EDR Rules"), such mediation to occur in the geographic
`location where I am employed. The party upon whom such request is made shall either agree or decline to
`participate in s uch mediation within ten (10) days of such request.
`In the event that mediation occurs, the
`Company shall pay the full cost of the mediation (excluding attorneys fees, if any, incurred by me).
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`19. If a Dispute covered by this Agreement is not settled through direct negotiation between the Company and me
`or any mediation, then any litigation commenced by either of us shall be resolved by a Judge alone (regardless
`of the location of such litigation), and both parties hereby waive and forever renounce the right to a trial before
`a civil jury.
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`20. For purposes of this Agreement, Dispute shall be deemed to include any disputes relating to: (i) the terms and
`conditions of my employment; (ii) any claimed breach of the covenants set forth in this Agreement, or (iii) any
`dispute relating to the separation of my employment, whether voluntary or involuntary. Specifically included
`are any disputes or claims arising under: (i) any local, state or federal discrimination or civil rights statute,
`regulation or order (including, without limitation, Title VII of the Civil Rights Act of 1964, the Age
`Discrimination in Employment Act, the Americans With Disabilities Act, and any amendments to the same);
`(ii) any other local, state or federal employment related statute, regulation or order relating to wages, hours,
`benefits, or other terms and conditions of employment; (iii) any local, state or federal common law theory; or
`(iv) any other local, state or federal law or regulation now in existence or that hereafter is enacted (and as
`amended from time to time) concerning in any way the subject of my employment with the Company or its
`separation.
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`Choice of Law/Superseding Agreement/Full Agreement
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`21. This Agreement shall be deemed to have been made in the Commonwealth of Massachusetts, and shall take
`effect as an instrument under seal within Massachusetts. The validity, interpretation and performance of this
`Agreement, and any and a ll other matters relating to my employment or any separation of employment from the
`Company shall be governed by, and construed in accordance with the internal law of Massachusetts, without
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`giving effect to conflict of law principles. Both of us acknowledge that a substantial portion of the Company's
`business is based out of and directed from the Commonwealth of Massachusetts where the Company maintains
`its United States corporate headquarters and other facilities, where it administers all employee compensation
`and benefits, and where this Agreement shall be executed by the Company and thereafter maintained.
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`22. Any action regarding a Dispute (as defined above) shall be commenced in a court of competent jurisdiction in
`the Commonwealth of Massachusetts, except if I am employed primarily in a state other than Massachusetts,
`then an action may be commenced in such other state.
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`23. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the
`subject matter herein and merges all prior discussions between us. It supersedes any and all prior agreements
`(written or oral) relating to the subject matters covered by this Agreement, including any prior agreements
`covering (i) protection of the Company's intellectual property, or its confidential and proprietary information or
`documents, and (ii) any dispute resolution process. No modification of or amendment to this Agreement, nor
`any waiver of any rights under this Agreement will be effective unless in writing signed by an authorized
`representative of the pa1iy to be charged, which in the case of the Company shall be the Board of Directors or
`the President. I further acknowledge and agree that any subsequent change or changes in my duties, salary or
`compensation, or subsequent employment with any entity related to the Company (be it a subsidiary, division or
`other affiliate) will not affect the validity or scope of this Agreement, which shall remain in full force and
`effect.
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`24. This Agreement shall inure to the benefit of the Company, and any of its successors and assigns, and I
`specifically acknowledge and agree that the Company maintains the right to assign this Agreement to any of its
`successors and assigns, and that I shall be fully bound by the terms of this Agreement upon such assignment.
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`My signature below represents my understanding of, and agreement to, the above terms.
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`PRINT NAME:
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`SIGNATURE:
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`DATED:
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`Wk" ~y LU.\(,AS\A6 .J
`~.Ut~~ ./
`04' \~. "'2--QIU Lt
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`ACCEPTED AND AGREED TO:
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`On behalf ofBIOGEN !DEC INC., its subsidiaries and other corporate affiliates
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`BY:
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`CONNIE MATSUI
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`SIGNATURE:
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`TITLE:
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`EXECUTIVE VICE PRESIDENT
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`DATED:
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`MARCH 11, 2004
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`EXHIBIT A
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`The following is a complete list of all inventions or improvements relevant to the subject matter of my employment
`by Biogen Idee Inc. and/or its subsidiaries or other corporate affiliates (the "Company") that have been made or
`conceived or first reduced to practice by me alone or jointly with others prior to my employment by the Company
`to remove from
`the operation of the Company's "Employee Proprietary Information and
`that I desire
`Inventions/Dispute Resolution Agreement". I agree and understand that any invention or improvement identified by
`me shall be covered by the terms of the Agreement and not removed therefrom, until this Exhibit A has been
`validated and signed by a corporate officer of the Company.
`~No inventions or improvements
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`See below: Any and all inventions regarding:
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`Additional sheets attached
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`PRINT NAME:
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`SIGNATURE:
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`DATED:
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`Validating Any Exclusions Identified Herein
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`On behalf ofBIOGEN lDEC INc., its subsidiaries and other corporate affiliates
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`BY:
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`CONNIE MATSUI
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`SIGNATURE:
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`TITLE:
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`DATED:
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`EXECUTIVE VICE PRESIDENT
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`MARCH 11 , 2004
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