Exhibit 10.132
EMPLOYEE AGREEMENT
------------------
In consideration of my employment by MEDIMMUNE, INC. or one of its subsidiaries
(collectively, the "Company") and the compensation paid to me by the Company, I hereby agree that:
1. Protected Property.
(A) Any invention, discovery, improvement, idea or expression of idea, in whatever form and whether
or not patentable or copyrightable, I may make or conceive, alone or with others, during the period of
my employment with the Company (collectively, the "Protected Property") shall be deemed to be "works
made for hire" pursuant to the copyright and other applicable laws of the United States and all relevant
non-U.S. jurisdictions and shall be the exclusive property of MedImmune, Inc.
(B) To the extent that it is determined by any authority having jurisdiction that any of the
Protected Property does not constitute a "work made for hire" pursuant to applicable law, I hereby
assign to MedImmune, Inc. all of my right, title and interest in and to such Protected Property, in
perpetuity (or for the longest period of time otherwise permitted by law).
(C) I will make full and prompt disclosure in writing to an official of the Company, or to anyone
designated for that purpose by the Company, of any Protected Property I may make or conceive, alone or
with others, during the term of my employment with the Company.
(D) At the request and expense of the Company, but without further compensation to me, I will do
such acts, and sign and deliver such documents, as the
Company considers necessary to protect its rights to such Protected Property.
(E) I understand that the Company's policy is to release to the employee any Protected Property
developed by the employee which is not of interest to the Company, subject to the retention by the
Company of an irrevocable, non-exclusive, royalty-free license to use such Protected Property. I also
understand that the Company will have the sole right to determine whether any Protected Property is or
is not of interest to the Company.
(F) The provisions of paragraphs 1(A) through (E) of this Agreement shall not apply to
any invention, discovery, improvement, idea or expression of idea made or conceived by me prior to my
employment with the Company which is (i) embodied in a United States Letters Patent or Copyright
Registration or an application for United States Letters Patent or Copyright Registration filed prior to
the commencement of my employment (as listed in an attachment hereto); (ii) in the physical possession
of a former employer which owns it (as listed in an attachment hereto); or (iii) disclosed in
detail in an attachment hereto.
2. Confidentiality. Because my work will include Company knowledge and information of a private,
confidential, or secret nature, I will not -- except as required in the conduct of the Company's
business or as authorized in writing by the Company -- publish, disclose, or make use of, or authorize
anyone else to publish, disclose or make use of, any such knowledge or information, either during or
following termination of my employment with the Company.
3. Records and Other Items. I will keep and maintain adequate written records of my work and
Protected Property at all times and stages, in the form of notes, sketches, drawings, memoranda and
reports. Those records shall be and remain the property of and be available to the Company at all
times. All items given to me by the Company for purposes of my employment, such as office equipment,
will be and remain the exclusive property of the Company and will be delivered by me to the Company on
termination of my employment or at any other time requested by the Company.
4. Property Rights of Others. I will not disclose, or cause others to disclose, to the Company
any information which I believe to be the property of other individuals or companies.
5. Non-competition. While I am employed by the Company, I shall not, either directly or
indirectly, compete or prepare to compete with the Company in the development, production, marketing or
servicing of any product or service with which the Company is involved during my employment with the
Company, nor will I aid or become associated with others involved in any such acts.
6. Non-solicitation. I agree that, during my employment with the Company and for a period of two
years following termination of my employment with the Company, I will not solicit, interfere with or
endeavor to entice away from the Company any of its employees or customers.
7. Reaffirmation of Agreement. Upon termination of my employment with the Company, I will, if
requested by the Company, reaffirm in writing all of the obligations set forth in this Agreement.
8. Arbitration. I understand and agree to have resolved by arbitration any and
-----------
all disputes arising from or relating to my employment with the Company, my application for such
employment, my termination of such employment or post-employment issues with the Company. These include:
(A) claims relating to any discrimination on the basis of age, race, color, sex, religion, national
origin, disability, retaliation, marital status, veteran status, sexual orientation or any other claim
of employment discrimination under the Age Discrimination in Employment Act (29 U.S.C.ss.621 et seq.),
-- ---
the Americans with Disabilities Act (42 U.S.C.ss.12101 et seq.), Title VII of the Civil Rights Act of
-- ---
1964 (42 U.S.C.ss.2000e et seq.); Article 49B of the Maryland Annotated Code; or any other federal, state
-- ---
or local prohibition against discrimination in the above protected or similar categories;
(B) claims under the Employee Polygraph Protection Act of 1988 (29 U.S.C.ss.2001 et seq.); the
-- ---
Family and Medical Leave Act of 1993 (29 U.S.C.ss.2601 et seq.); the Fair Labor Standards Act of 1938 (29
-- ---
U.S.C.ss.201 et seq.); the Occupational Safety and Health Act of 1970 (29 U.S.C.ss.651 et seq.); the
-- --- -- ---
Uniformed Services Employment and Reemployment Rights Act of 1994 (38 U.S.C.ss.4301 et seq.); the Worker
-- ---
Adjustment and Retraining Notification Act (29 U.S.C. 2101 et seq.);
-- ---
(C ) claims for breach of an express or implied contract or tort claims;
(D) potential claims for unfair competition, trade secret violations, or
unauthorized disclosures of confidential information;
(E) claims for benefits under the Employee Retirement Income Security Act (29 U.S.C.ss.1001 et
--
seq.), except claims under an employee pension or benefit plan which specifies that its claims procedure
shall culminate in an arbitration procedure different from this one, or is underwritten by a commercial
insurer which decides such claims.
The provisions of this Paragraph 8 will not apply to any claim, dispute or controversy
relating to the ownership of Protected Property. The place of arbitration shall be Gaithersburg,
Maryland. Procedures and other pertinent matters relating to this arbitration process with the Company
are described in more detail in the Company's Policies and Procedures, which are available on the
Company's website.
9. Choice of Law. This Agreement is governed by the laws of the United States (where applicable)
and the State of Maryland.
10. Employment at Will. I understand that my employment by the Company is at will. This means
that the Company or I can terminate my employment with the Company at any time for any reason, with or
without cause and with or without notice.
IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of April, 2001.
/s/: ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
---------------------------
Signature of Employee
▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
---------------------
Print Name of Employee