Free Amended Complaint - District Court of Delaware - Delaware

Case 1:04-cv-01285-G|\/IS Document 33-3 Filed 07/O1/2005 Page1 of 3
EXHIBIT B

. 05 Page 2 of 3
33-3 Filed 07/01/20
Case 1;()4-cv-O`|285‘GMS Document —
· A EMPLOYEE'S SECFIECY, INVENTION A§_§|GNMENT, AND NON—QOMPETlTION AGREEMENT
` WHEREAS, undersigned EMPLOYEE of Enzon, will be exposed to and. use Enzon, Inc.
confidential information during his employment; and ·
WIiEREAS,.undersigned EMPLOYEE of Enzon, may make or conceive inventions, whether
or not patentable, solely or jointly with others during such employment; and
YWHEREAS, undersigned EMPLOYEE of Enzon, is expected to devote his worldng efforts
entirely to Enzon.
IN CONSIDERATION of EMPLOYEE’s continued employment:
SECRZECY: EMPLOYEE hereby agrees, both during the term of his employment and after
termination thereof, to keep in confidence and secret all proprietaryprocesses, inventions,
. devices, formulas and other information acquired by him at Enzon, or of which he becomes
aware in connection with the performance of his duties under his employment or which is made
known to him by any of the officers or other employees of Enzon, (hereafter collectively
"lnformatzion") and will not disclose or make known such Information to any other person or
entity or use such Information except in the course of his employment at Enzon, except after
being previously authorized to do so by a writing signed by an officer of Enzon. ‘ Q
ASSIGNIVLENT: Without further payment by Enzon, EMPLOYEE hereby agrees to assign and
does assign to Enzon, its successors and assigns all his rights to inventions which EMPLOYEE
may hereafter make or conceive, either solely or jointly with others, during the course of such
employment or with Lhe use cf die time, material or facilities of Enzon, or which during the
course of such employment relates to any Enzon method, product,. substance, machine, or article
of manufacture or improvement. EMPLOYEE will disclose such inventions to Enzon, assoon
as practicable after they are conceived and execute, acknowledge and deliver at the request of
Enzon, all papers including patent applications which may be required for obtaining patents on
said inventions in any and all countries and/or to vest title thereto in Enzon, its successors or
assigns, and ·do all other acts and things which may be necessary and proper in furtherance of
these ends both during and after termination of such employment, the inventions to remain the .
q property of Enzon, whether or not patented. This section shall not affect EMPLOYEE’s rights ,

Case 1:04-cv-01285-Gl\/IS Document 33-3 Filed 07/O1/2005 Page 3 of 3
- in connection with "Licensed Patents“ as defined and set forth in the License Agreement dated
August 28, 1992 between Enzon, EMPLOYEE, Bomalasld and Shorr ("License Agreement"),
NON—COlV[PETlTION: EIVIPLOYEE hereby agrees that during the term of his employment ’
with Enzon, and for two years thereafter, EMPLOYEE will not, directly, or indirectly, whether
' as .an officer, director, stock holder, partner, proprietor, associate, employee, consultant,
representative, or otherwise, become or be involved in or associated with any other person,
corporation, firm, partnership, or entity engaged in modifying enzymes, 'protein based ·
. biopharrnaceuticals or pharmaceuticals in a manner similar to that described in U.S. 4,179,337,
or U.S. 4,946,778, or any other technology or area of business in which Enzon, becomes
involved during the EMPLOYEE’s term of employment. Provided, however, this Agreement
does not preclude Employee from licensing to other parties rights under Licensed Patents for the
fields of Diagnostic Products and Animal Therapeutic Products, as defined in the License
Agreement. EMPLOYEE, however, shall be prohibited from licensing or otherwise transferring
» technology or knowhow which is the basis for the Invention and Licensed Patents as defined
under the License Agreement, and from ever using any of Enzon proprietary information or
trade secrets to conduct any business. _
The foregoing provisions shall survive any termination of EMPLOYEE’s employment with
Enzon, for any reason. EMPLOYEE recognizes that the provisions of this agreement are
reasonable and necessary to protect Enzon’s interest and business; that irreparable loss and
damage will be suffered by Enzon should he breach any of these provisions; that given the
unique nature of Enzon’s business such loss and .damage would be suffered by Enzon regardless
of where a breach of such provisions occur, thus, malcing the absence of a geographical
limitation reasonable; that each of such provisions is separate, distinct and severable; that the ‘
unenforceability or breach of any such covenant or agreement shall not affect the validity or
enforceability of any other provision; and that, in addition to other remedies available to it,
Enzon shall be entitled to both temporary and permanent injunctions and any other rights or
remedies it may have, at law or in equity, to prevent a breach or contemplated breach by him
of any of such provisions.
Signed at Enzon, Inc. on the 9 I day of nfdvbum/`“ , 197 C/ . _
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EMPLOYEE WITNESS