{"id":39269,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-imclone-systems-inc-and-dr-carl.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-imclone-systems-inc-and-dr-carl","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-imclone-systems-inc-and-dr-carl.html","title":{"rendered":"Employment Agreement &#8211; ImClone Systems Inc. and Dr. Carl Goldfischer"},"content":{"rendered":"<pre>                          IMCLONE SYSTEMS INCORPORATED\n\n                              EMPLOYMENT AGREEMENT\n\n                                      with\n\n                              DR. CARL GOLDFISCHER\n\n\nAGREEMENT entered into as of May 17, 1996 between CARL GOLDFISCHER residing at\n161 West 61st Street, New York, U.S.A. ('Employee'), and IMCLONE SYSTEMS\nINCORPORATED ('ImClone' or the 'Company'), a company organized under the laws of\nthe State of Delaware.\n\n                                   WITNESSETH:\n\nWHEREAS, ImClone is in the business of biopharmaceutical research and\ndevelopment (the 'Business'); and\n\nWHEREAS, ImClone desires to employ Employee as its Chief Financial Officer and\nVice-President of Finance and Strategic Planning at ImClone.\n\nNOW THEREFORE, in consideration of the premises and mutual agreements\nhereinafter contained, the parties hereto agree as follows:\n\n1.   Employment. With effect from the Effective Date (as defined in Section\n3.1), ImClone employs Employee and Employee accepts employment with ImClone upon\nthe terms and conditions set forth herein.\n\n2.   Duties.\n\n2.1  ImClone hereby engages Employee to serve as Vice-President of Finance and\nStrategic Planning and Chief Financial Officer of ImClone responsible for the\nday to day financial reporting and control and strategic planning of ImClone\naccording to the general direction of the Company's Chief Executive Officer.\n\n2.2  Employee shall devote his full business time and attention to the Business\nof the Company and shall perform his duties diligently and promptly for the\nbenefit of ImClone. During his engagement hereunder, Employee shall not\nundertake or accept any other paid or unpaid employment or occupation or engage\nin or be associated with, directly or indirectly any other businesses, duties or\npursuits except for the de minimis non-commercial or non-business activities,\nwithout prior written consent of the CEO of the Company.\n\n\n\n\n2.3  Employee shall report regularly to the CEO and Board of Directors of the\nCompany or as otherwise requested by the Board, in accordance with Company\npolicy.\n\n3.   Term.\n\n3.1  Employee's employment under this Agreement shall commence on May 20, 1996\n(the 'Effective Date') and shall end on the earliest of: (i) the death or\ndisability (as defined herein) of Employee; (ii) termination of employment by\nthe Company with cause (as defined herein); (iii) termination of empoyment by\nthe Company without cause (as defined herein); (iv) the termination of\nEmployee's employment by Employee after providing ninety (90) days advance\nnotice or such lesser written notice as Employer shall at the time accept; or\n(v) two (2) years from the Effective Date of this Agreement ('Initial Term').\nEmployee, or his heirs, executors, personal representatives or assigns, shall\nnot be entitled to any compensation after expiration of period of notice of\ntermination of employment, including with respect to bonus, other than as\nspecifically set forth in Section 8.1 herein. In the event the Employee's\nemployment under this Agreement continues until the expiration of the Initial\nTerm, the term may be extended by written agreement of the parties ('Extended\nTerm').\n\n3.2  For the purpose of this Agreement, 'disability' shall mean any physical or\nmental illness or injury as a result of which (1) Employee remains absent from\nwork for a period of two successive months, or an aggregate of two months in any\ntwelve month period or, (2) the Employee is deemed unable to perform the\nessential functions of his employment, with or without accomodation, as\ndocumented by a physician in writing.\n\n3.3  For the purpose of this Agreement, 'cause' shall exist if Employee (i)\nbreaches the terms of this Agreement; (ii) engages in willful misconduct or acts\nin bad faith with respect to ImClone in connection with and related to the\nemployment hereunder; (iii) is subjected to criminal indictment or the filing of\ninformation for a felony or is held liable by a court of competent jurisdiction\nfor fraud against ImClone; or (iv) fails to comply with the instructions of the\nCompany's Board of Directors or CEO given in good faith; provided that, with\nrespect to clauses (i) and (iv), if Employee has cured any such condition (that\nis reasonably susceptible to cure) within 10 business days of the advance notice\n(as defined herein) then 'cause' shall be deemed not to exist. For purposes of\nthis paragraph 3.3, 'advance notice' shall constitute a written notice delivered\nto Employee that sets forth with particularity the facts and circumstances\nrelied on by ImClone as the basis for cause.\n\n3.4  During the period following notice of termination by any party for any\nreason, the Employee shall, if and to the degree requested by ImClone, cooperate\nwith ImClone and use his\n\n\n\nbest efforts to assist the integration into the ImClone organization of the\nperson or persons who will assume the Employee's responsibilities.\n\n4.   Compensation.\n\n4.1  During the Employee's employment under this Agreement and subject to the\nperformance of the services required to be performed hereunder by Employee,\nImClone shall pay to Employee for all services rendered by Employee under this\nAgreement an annual gross salary paid in accordance with ImClone's normal and\nreasonable payroll practices of $175,000 exclusive of amounts payable by the\nCompany for the benefits set forth in paragraph 4.2 (the 'Gross Salary').\n\n4.2  The Employee shall be eligible to participate in ImClone's contributory\ncomprehensive health plan, including major medical, hospitalization, life,\ndisability and dental insurance currently offered by the Company through the\nGuardian Life Insurance Company. Employee will also be eligible to participate\nin the ImClone 401K Employee Savings Plan, to the degree allowable under the\nCompany's plan document and appropriate regulations.\n\n4.3  At the end of his first year of employment, Employee will receive a bonus\nin the amount of $75,000, and at the end of the second year of employment, and\nany renewable term thereafter, Employee shall be entitled to receive a bonus, as\ndetermined by the Board of Directors, based upon Company practices.\n\n5.   Expenses. Employee may incur reasonable expenses in connection with the\nperformance of his duties, including expense for entertainment, travel and\nsimilar items. ImClone will reimburse Employee for all business expenses after\nEmployee presents an itemized account of expenditures, together with receipts,\nvouchers and other supporting material, subject to ImClone's approval. Per diem\nallowances and petty cash advances shall be in accordance with ImClone's\nstandard policy as agreed to by the CEO and\/or the Board of Directors of the\nCompany from time to time.\n\n6.   Vacation. Employee shall be entitled to 20 working days of paid vacation\nduring each year that this Agreement is in effect, to be taken at times subject\nto the reasonable approval of ImClone. Vacation time may not be accumulated and\nEmployee shall forfeit any unused vacation remaining at the end of each year.\n\n7.   Participation in Stock Option Plans. Employee shall receive options to\npurchase 225,000 shares of the Company at an exercise price equal to the average\nclosing trading price of ImClone stock for the sixty days through April 24,\n1996. Of these options, 50,000 shall be immediately exercisable, and the\nremainder shall vest equally over a three year period from the Effective Date,\nsuch that one-third shall vest on each of the first, second, and third\nanniversaries of the Effective Date. In accordance with the terms of ImClone's\nstock option plans, vested options which have not been exercised upon\ntermination of employment shall not be exercisable and shall revert to the\nCompany.\n\n\n\n8.   Termination of Employment by Company without Cause\n\n8.1  In the event this Agreement is terminated by the Company without cause\nunder Section 3.1 (iii) hereof during the Initial Term or any Extended Term, as\ndefined in Section 3.1 above, in addition to any right to notice described\nherein, the Employee shall have the right to receive amounts equal to the Gross\nSalary and to receive reimbursement for the purchase of benefits equal to those\nset forth in Section 4.2 for the following periods, which shall be the sole\nremedy available to the Employee as a result of such termination. Employee's\nemployment shall be deemed terminated upon the expiration of the notice period\ngiven with respect to such termination.\n\n(i)   in the event termination is effective during 1996 - 2 months;\n(ii)  in the event termination is effective during 1997 - 10 months; and\n(iii) in the event termination is effective after January 1, 1998 - 12 months.\n\n8.2  Employee's rights pursuant to this section 8 shall apply only in the event\nthis Agreement is terminated by the Company without cause under Section 3.1\n(iii). For purposes of this section, termination by the Company without cause\nshall be deemed to include termination of this Agreement by the Employee due to:\n(1) the disposing of all or substantially all of the Company's property,\nbusiness or assets; or (2) the consolidation with or merger of the Company into\nanother corporation, resulting in a shift in voting control of more than 75% of\nthe Company's shares.\n\n9.   Secrecy and Nondisclosure. The Employee shall treat as secret and\nconfidential all of the processes, methods, formulas, procedures, techniques,\nsoftware, designs, data, drawings and other information which are not of public\nknowledge or record pertaining to ImClone's Business (existing, potential and\nfuture), including without limitation, all business information relating to\ncustomers and suppliers and products of which the Employee becomes aware during\nand as a result of his employment or association with ImClone, and Employee\nshall not disclose, use, publish, or in any other manner reveal, directly or\nindirectly, at any time during or after the term of this Agreement, any such\nprocesses, methods, formulas, procedures, techniques, software, designs, data,\ndrawings and other information pertaining to ImClone's existing or future\nBusiness or products. The Employee may disclose or use such information, if at\nall, only with the prior express written consent of ImClone. The Employee also\nagrees to enter into ImClone's Discovery and Non-Disclosure Agreement, a copy of\nwhich is attached hereto.\n\n10.  Non-Competition.\n\n10.1 Employee agrees that during the term of this Agreement and any extensions\nhereof and for a period of one (1) year after he ceases to be employed by\nImClone he will not, directly or indirectly, for his own account or as an\nemployee, officer, director, partner, joint venturer, shareholder, investor,\nconsultant or otherwise (except as an investor in a corporation whose stock is\npublicly traded and in which Employee holds less than 5% of the outstanding\nshares) interest himself in or engage in any business or enterprise, anywhere in\nthe world, that directly or indirectly competes with the Business of ImClone,\nthat exists now or in the future during the \n\n\n\nterm of this Agreement or is proposed by ImClone prior to the time of\ntermination or is based on similar technology to that of ImClone.\n\n10.2 Employee agrees that during a period of one year from termination of this\nAgreement or any extension hereof he shall not employ directly or indirectly any\nindividual then employed by the Company.\n\n10.3 Employee acknowledges that the restricted period of time and geographical\narea specified under paragraph 10.1 hereof are reasonable, in view of the nature\nof the business in which ImClone is engaged and Employee's knowledge of\nImClone's Business and products.\n\n10.4 Notwithstanding anything contained in paragraph 10.3 to the contrary, if\nthe period of time or the geographical area specified under paragraph 10.1\nhereof should be determined to be unreasonable in any judicial proceeding, then\nthe period of time and area of the restriction shall be reduced so that this\nAgreement may be enforced in such area and during such period of time as shall\nbe determined to be reasonable by such judicial proceeding.\n\n11.  Development  Rights.  The Employee agrees and declares that all proprietary\ninformation including but not limited to trade secrets and know-how, patents and\nother rights in connection  therewith  developed by or with the  contribution of\nEmployee's  efforts  during his employment by ImClone shall be the sole property\nof ImClone and the Employee shall execute all documents  necessary to assign any\npatents to ImClone and otherwise transfer such proprietary rights to ImClone.\n\n12.  Employee Representations. The Employee represents and warrants to ImClone\nthat the execution and delivery of this Agreement and the fulfillment of the\nterms hereof (i) will not constitute a default under or breach of any agreement\nor other instrument to which he is a party or by which he is bound, including\nwithout limitation, any confidentiality or noncompetition agreement, (ii) do not\nrequire the consent of any person or entity, and (iii) shall not utilize during\nthe term of this employment any proprietary information of any third party,\nincluding prior employers of the Employee.\n\n13.  Benefit. Except as otherwise herein expressly provided, this Agreement\nshall inure to the benefit of and be binding upon ImClone, its successors and\nassigns, including, without limitation, any subsidiary or affiliated entity and\nshall inure to the benefit of, and may not be amended, modified or supplemented\nin any respect, except by a subsequent writing executed by both parties hereto.\n\n14.  Entire Agreement. This Agreement constitutes the entire understanding and\nagreement between the parties hereto, supersedes any and all prior discussions,\nagreements and correspondence with regard to the subject matter thereof, and may\nnot be amended, modified or supplemented in any respect, except by a subsequent\nwriting executed by both parties hereto.\n\n15.  Notices. All notices, requests and other communications to any party\nhereunder shall be given or made in writing and telecopies, mailed (by\nregistered or certified mail) or delivered by \n\n\n\nhand to the respective party at the address set forth in the caption of this\nAgreement or to such other address (or telecopies number) as such party may\nhereafter specify for the purpose of notice to the other party hereto. Each such\nnotice, request or other communication shall be effective (i) if given by\ntelecopier, when such telecopy is transmitted to the telecopier number specified\nherein and the appropriate answerback is received or (ii) if given in writing by\nany other means, when delivered at the address specified herein.\n\n16.  Applicable Law. This Agreement shall be governed by, and construed and\nenforced in accordance with, the laws of the State of New York without giving\neffect to principles of conflicts of law and the courts of New York, shall have\nexclusive jurisdiction over the parties hereto and subject matter hereof.\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date\nfirst appearing above.\n\nIMCLONE SYSTEMS INCORPORATED                  EMPLOYEE\n\n\nBy:  \/s\/Samuel D. Waksal                      \/s\/Carl Goldfischer\n     ---------------------                    ---------------------\nPresident and Chief Executive Officer\/title   Dr. Carl Goldfischer\n\n\n\n                          ImClone Systems Incorporated\n\n                     Discovery and Non-Disclosure Agreement\n\n     For value received, and for other good and valuable consideration including\nmy employment or other association with ImClone Systems Incorporated (the\n'Company') and the compensation to be paid to me, I hereby covenant and agree\nwith the Company (which term shall include any parent, subsidiary or successor\nto the Company) as follows:\n\n     1. Disclosure of Discoveries\n\n     I hereby agree that I shall promptly communicate in writing to the Company,\nor to such individual as the Company may, from time to time, designate, a full\nand complete disclosure of any and all research and other information,\ninventions, discoveries and improvements ('Discoveries') made, developed and\/or\nconceived and\/or reduced to practice by me alone or jointly with others, whether\nor not patentable or copyrightable, (i) while in the employ of, or other\nassociation with, the Company, whether during or outside of the usual hours of\nwork, and (ii) during a one (1) year period following the termination of my\nemployment or other association with the Company, and which are reasonably\nrelated to the business of the Company during the term of my employment or other\nassociation with the Company. All such Discoveries shall be and remain the sole\nand exclusive property of the Company.\n\n\n\n     2. Assignment of Discoveries\n\n     I hereby agree to, and hereby do, assign and transfer to the Company, or to\nits nominee or designee, without any separate remuneration or compensation to me\nother than the compensation received or assigned to me from time to time in the\ncourse of my aforesaid employment or other association with the Company, all my\nright, title and interest throughout the world in and to such Discoveries,\ntogether with the right to file, and\/or own wholly and without restriction,\napplications for United States and foreign patents on all Discoveries, and to\ndo, execute and deliver any and all acts and instruments that may be necessary\nand proper to vest in the Company all such Discoveries, patents, copyrights and\ntrademarks; and that I will render to the Company, or to its nominee or\ndesignee, all such assistance as it may require in the prosecution of all such\npatent, copyright and trademark applications, and applications for the reissue\nof such patents, copyrights and trademarks. I agree that I shall also execute,\nupon request, documents which secure to the Company the interests here conveyed.\n\n     I further agree that I shall assist, upon request, in locating writings and\nother physical evidence of the making of my Discoveries, and provide unrecorded\ninformation relating to such Discoveries, and give testimony in any proceeding\nin which any of my Discoveries, or any application or patent, copyright or\ntrademark directed thereto, may be involved.\n\n\n\n\n     3. Copyright; Publishing\n\n     I hereby agree that I shall promptly disclose to the company any and all\npublishable an\/or copyrightable material which I produce, compose or write,\nindividually or in collaboration with others, which arises out of work delegated\nto me by the Company, and further agree that such materials shall be considered\nworks made for hire.\n\n     At the expense of the Company, and to the extent that such material may not\nbe considered works made for hire, I shall assign to the Company all my interest\nin such copyrightable material, and will sign all papers and do all other acts\nnecessary to assist the Company in obtaining copyrights on such material in any\nand all countries.\n\n     4. Trade Secrets; Confidential Information\n\n     I hereby agree that I will not, during my employment by, or other\nassociation with, the Company, or afterwards, disclose to others or use for my\nown benefit any trade secrets (as hereinafter defined) or other confidential\ninformation acquired by me from the Company, its customers, suppliers,\nconsultants, affiliates, or third parties contracting with the Company, except\nto the extent that the disclosure of such trade secrets and other confidential\ninformation is necessary to perform my duties and fulfill my responsibilities as\nan employee or other associate of the company. A trade secret is information,\nnot generally known to the trade, which gives the Company an advantage over its\ncompetitors. Trade secrets can include, by way of example, research being\nplanned and developed, research methods and processes, sources of supply,\nmaterials used in research, \n\n\n\nmarketing plans, and information concerning the filing or pendency of patent\napplications.\n\n     Such obligation of confidentiality shall be waived as to information which\n(i) is in the public domain, (ii) comes into the public domain through no fault\nof my own, (iii) was known to me prior to its disclosure under this Agreement,\nor (iv) is disclosed to me by a third party having lawful right to make such\ndisclosure.\n\n     5. Company Information\n\n     I hereby agree that I will not, without first obtaining the written\napproval of the Company, or of such individual as the Company may, from time to\ntime, designate, divulge or disclose to anyone outside of the Company, whether\nby private communication or by public address, publication or otherwise, any\ninformation not already lawfully available to the public concerning the\nCompany's business and\/or products, including, but not limited to, all\ninformation about (a) the Company's production, profitability, business and\nlegal plans, finances, internal affairs, competitive position, customers and\nvendors; (b) its formulae, processes, methods, reports, machines, or inventions;\nand (c) any such information relating to the business of any corporation, firm\nor person for whom the Company is conducting, or shall conduct, research\nservices, or is providing, or shall provide, other services, whether supplied by\nthe Company or such corporation, firm or person, or whether made, developed\nand\/or conceived by me or by others in the employ or other association with the\nCompany.\n\n\n\n     6. Non-Compete\n\n     I hereby agree that I will not, during my period of employment or other\nassociation with the Company, compete with the company or design, manufacture or\nsell items which relate to products or business planned or under development by\nthe Company; and I further agree that I will not, during the period of my\nemployment or other association with the Company, directly or indirectly enter\nthe employment of, or render any business or technical services (except as\nrequested by the Company) to, any individual, partnership, association or\ncorporation who or which is a competitor of the Company, or who or which is\ndeveloping, making or selling products which relate to any research or\ndevelopment project of the Company.\n\n     7. Company Property; Termination Certificate\n\n     Upon the termination of my employment or other association with the\nCompany, I hereby agree to turn over to the Company all models, prototypes,\nnotes, memoranda, notebooks, drawings, specifications, records, customer lists,\nproposals, business plans, and other documents in my possession or under my\ncontrol, relating to any work done for, or otherwise belonging to, the Company,\nit being acknowledged and agreed to by me that all such items are the sole\nproperty of the Company, and I hereby agree to sign the following 'Termination\nCertificate' upon such termination of my employment or other association with\nthe Company:\n\n     'This is to certify that I do not have in my possession or custody, nor\nhave I failed to return, any models, prototypes, notes, memoranda, notebooks,\ndrawings, \n\n\n\nspecifications, records, customer lists, proposals business plans, or copies of\nany of these, and other documents and\/or materials, tools, equipment programs,\ndatabases or other property belonging to the Company.\n\n     8. Governing Law\n\n     The substantive laws of the State of New York which apply to contracts\nexecuted and to be performed in New York shall govern this Agreement.\n\n     9. General Provisions\n\n     (a) The scope and effect of the covenants in this Agreement shall be as\nbroad in time, geography and in all other respects as is permitted by applicable\nlaw, and should a court or other body of competent jurisdiction determine that\nany term or provision of this Agreement is excessive in scope, invalid or\notherwise unenforceable, such term or provision shall be adjusted rather than\nvoided, if possible, and all other terms and provisions of this Agreement shall\nbe deemed valid and enforceable to the fullest extent possible.\n\n     (b) I further agree that this Agreement shall be binding upon me\nirrespective of the duration of my employment or other association with the\nCompany, the reasons for the cessation of my employment or other association\nwith the Company, or the amount of my compensation and\/or salary.\n\n     (c) This instrument is the whole agreement, and no modification or\nvariation shall be deemed valid unless in writing signed by the Company.\n\n\n\n\n     (d) This Agreement shall be binding upon my heirs, executors, successors,\nadministrators, and legal representative, and shall inure to the benefit of the\nsuccessors and assigns or the Company.\n\n     (e) I represent and warrant to the Company that I am not under any\nobligations to any person, firm or corporation, and have no other interest which\nis inconsistent or in conflict with this Agreement, or which would prevent,\nlimit or impair in any way the performance by me of the covenants hereunder or\nmy duties in my said employment or other association with the Company.\n\n     IN WITNESS WHEREOF, I have hereunto set my hand this 12 day of March, 1997,\nat New York, New York.\n\nWITNESS:                                    Carl Goldfischer\n                                            --------------------------\n                                            Print Name\n\n\n\/s\/Judith Hansen                            \/s\/Carl Goldfischer\n----------------------                      --------------------------\n                                            Signature\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7835],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9539,9544],"class_list":["post-39269","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imclone-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39269","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39269"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39269"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39269"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39269"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}