{"id":40468,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-maxygen-inc-and-joseph-a-affholter.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-maxygen-inc-and-joseph-a-affholter","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-agreement-maxygen-inc-and-joseph-a-affholter.html","title":{"rendered":"Separation Agreement &#8211; Maxygen Inc. and Joseph A. Affholter, Ph.D."},"content":{"rendered":"<pre> January 28, 2000\n\n\nJoseph A. Affholter, Ph.D.\n17440 Lakeview Drive\nMorgan Hill, CA 95037\n\nRe:  Separation from Employment\n\nDear Joe:\n\n     This letter, upon your signature, will constitute the agreement between you\nand Maxygen, Inc. on the terms of your separation from employment with Maxygen.\n\n     1.       Your employment with Maxygen will end effective January 28, 2000.\n\n     2.       You will be paid your base salary through the effective date of\nyour separation, plus all accrued and unused FTO time, less customary payroll\ndeductions. \n\n     3.       Within thirty days of your separation, you will return to Maxygen\nany and all information and materials you have that are or relate to Maxygen's\nConfidential Information, as that term is defined in the Confidential\nInformation, Secrecy and Inventions Agreement you signed with Maxygen on April\n29, 1998 (the 'CI Agreement'), whether in hard copy, electronic form or in any\nother format. You further agree to continue to be bound by the terms of the CI\nAgreement.\n\n              Notwithstanding the foregoing, it is understood that, by virtue of\nyour former employment with Maxygen and your ongoing consultancy with Maxygen as\ndescribed below, you will continue to have in your possession Confidential\nInformation of Maxygen. You agree to treat such information as provided in the\nCI Agreement.\n\n     4.       Upon approval of the Maxygen Board of Directors, Maxygen agrees to\naccelerate the vesting of 20,675 stock options granted to you on June 19, 1998,\nunder the terms of the Maxygen 1997 Stock Option Plan.  Those shares will vest\nas of your separation date at an exercise price of $0.30 per share.  An\nadditional 6,875 stock options granted to you on June 19, 1998, under the terms\nof the Maxygen 1997 Stock Option Plan will vest on June 30, 2001, pursuant to\nthe terms of the Exclusive Consulting Agreement attached hereto ('the Consulting\nAgreement'), which you agree to sign and which is incorporated into this letter\nby this reference.  Except as provided in this Paragraph 4, Paragraph 5 below\nand the Exclusive Consulting Agreement, all other non-vested Maxygen stock\noptions granted to you will be cancelled as of your separation date.\n\n \nJoseph A. Affholter\nJanuary 28, 2000\nPage 2\n\n     5.       Maxygen also agrees that you will continue to be eligible to\nparticipate in the Maxygen Bonus Plan for 1998-1999, as follows.  Maxygen\nacknowledges that you currently have 16,875 unvested Incentive Stock Options in\nthe bonus plan at an exercise price of $0.75.  The Board, in its sole\ndiscretion, has the right to determine whether to approve accelerated vesting of\na percentage of unvested bonus options for the members of Maxygen's senior\nmanagement team.  Maxygen agrees that if the Board approves accelerated vesting\nof a percentage of bonus shares for other members of Maxygen's senior management\nteam, you will receive accelerating of the same percentage under the same terms.\nAny additional unvested shares remaining in the bonus plan for which the Board\ndoes not approve accelerated vesting will be forfeited as of your separation\ndate.\n\n     6.       Within 10 business days following the execution of this letter\nand the Consulting Agreement, Maxygen agrees to provide you with a mutually\nacceptable letter of recommendation from the President and Chief Executive\nOfficer of Maxygen focusing on your professional strengths and contributions\nto Maxygen.  Maxygen also agrees to work with you to develop a mutually\nacceptable public statement describing your departure from Maxygen. You agree\nto direct any questions regarding the reasons for your separation from Maxygen\nto the Vice President, Human Resources of Maxygen. On behalf of Maxygen, we\nwill respond by stating only your dates of employment and job title and by\nreiterating information contained in the letter. Maxygen agrees to keep\nconfidential all other aspects of the reasons for your separation from\nemployment with Maxygen.\n\n     7.       Maxygen further agrees to modify the housing loans provided to\nyou by Maxygen in March 1998 and April 1999 (which loans currently have a total\noutstanding principal balance of $150,000), to a personal loan for $150,000,\nwith interest calculated semi-annually from February 1, 2001 at 5.59%, and to\ndefer payment of such loan until April 1, 2003 with respect to $72,500 of the\nprincipal and until March 30, 2004 with respect to $77,500 of the principal. You\nagree that the personal loan will be secured by a pledge of vested shares of\nMaxygen stock valued at $300,000 as of the date your loans are converted, upon\nyour execution of the loan documents attached hereto. Maxygen further to defer\nrepayment of the loan provided to you in connection with your early exercise of\nIncentive Stock Options on October 9, 1999 to June 30, 2002, provided that the\nConsulting Agreement has not been terminated before June 30, 2001 (a) for cause\nby Maxygen, or (b) for any reason by you.\n\n     8.       In consideration of all the above, you, for yourself, your\nrepresentatives, heirs, successors and assigns, waive and release and promise\nnever to assert any and all claims that you have or might have as of the date\nyou sign this letter, whether known or unknown, against Maxygen, and its current\nand former officers, directors, shareholders, agents, attorneys, employees,\nsuccessors, assigns, parents, affiliates and subsidiaries, arising from or\nrelated to your employment with Maxygen, and\/or the termination of your\nemployment with Maxygen.\n\n \nJoseph A. Affholter\nJanuary 28, 2000\nPage 3\n\n               These claims include, but are not limited to, claims arising\nunder federal, state and local statutory or common law, such as Title VII of\nthe Civil Rights Act of 1964, the Age Discrimination in Employment Act, the\nAmericans with Disabilities Act, the Family and Medical Leave Act, the\nCalifornia Fair Employment and Housing Act, the California Family Rights Act,\nand the law of contract and tort.\n\n     9.        You, for yourself, your representatives, heirs, successors and\nassigns, waive, release and promise never to assert any such claims, even if\nyou do not believe that you presently have such claims. You therefore waive\nyour rights under section 1542 of the California Civil Code, which states:\n\n          A general release does not extend to claims which the creditor\n          does not know or suspect to exist in his favor at the time of\n          executing the release, which if known to him must have materially\n          affected his settlement with the debtor.\n\n     10.       Unless required by law, you will use your best efforts not to\ndisclose to others any information regarding:\n\n          (a) any Confidential Information of Maxygen, as that term is defined\n          in the CI Agreement;\n\n          (b) the terms and nature of this separation letter and the benefit\n          being paid under it.  However, you may disclose this information to\n          your spouse and immediate family, and to your attorney(s),\n          accountant(s) or tax expert(s), investment or other advisor(s) to\n          whom you believe you must make the disclosure in order for them to\n          render professional services to you.  You will require them, however,\n          to maintain the confidentiality of this information just as you must.\n\n     11.       In the event that you breach any of your obligations under this\nseparation letter or as otherwise imposed by law, Maxygen will be entitled to\nrecover the benefit paid under the agreement and to obtain all other relief\nprovided by law or equity.  Notwithstanding the foregoing, in the event of any\nbreach of the provisions of Paragraph 10(b) above, Maxygen's ability to recover\nthe benefits paid to you under this letter will be reduced by 25% upon each\nsuccessive anniversary of the date on which you sign this letter.\n\n \nJoseph A. Affholter\nJanuary 28, 2000\nPage 4\n\n          Joe, I am pleased that we were able to end your employment with\nMaxygen on these amicable terms.  Maxygen and I thank you for your service to\nthe Company and wish you every success in your future endeavors.\n\n          Sincerely,\n\n          \/s\/ Russell Howard\n\n          Russell Howard\n          President and Chief Executive Officer\n          Maxygen, Inc.\n\n\nBy signing this letter, I acknowledge that I have had the opportunity to review\nthis separation letter carefully; that I have read and understand the terms of\nthe letter and that I voluntarily agree to them; and that I have been advised\nthat I may consult with an attorney prior to signing this letter and the release\ncontained herein.\n\n                                     \/s\/ Joseph A. Affholter\nDated:  January 28, 2000.          __________________________\n                                    Joseph A. Affholter, Ph.D.\n\n\n\n TYPE:  EX-10.17\n SEQUENCE:  6\n DESCRIPTION:  EXCLUSIVE CONSULTING AGREEMENT\n\n\n\n\n                                                                   EXHIBIT 10.17\n\n                        EXCLUSIVE CONSULTING AGREEMENT\n                        ------------------------------\n\n\n     This Exclusive Consulting Agreement ('Agreement') entered into by and\nbetween Maxygen, Inc. (hereinafter 'Maxygen'), a Delaware corporation, and\nJoseph A. Affholter, Ph.D. (hereinafter 'Consultant'), an individual.\n\n     In consideration of the promises set forth below, the parties agree as\nfollows.\n\n     1.   Term of this Agreement.  This Agreement will be effective as of the\ndate set forth below and will continue in effect until June 30, 2001, unless it\nis terminated in accordance with the provisions of Paragraph 8, below ('Contract\nTerm').\n\n     2.   Services to be Performed by Consultant.  Consultant agrees to provide\nthose services specified in Exhibit A to this Agreement.  Written requests or\napprovals for services to be conducted by Consultant under this Agreement may be\ngiven by:  Maxygen's CEO, President, General Counsel, VP of Business\nDevelopment, Intellectual Property Counsel and\/or chemical business management.\nSuch requests may be received by e-mail, fax or written letter.\n\n     3.   Relationship of the Parties.\n\n          a.  The parties intend to create an independent contractor and\nprincipal relationship by this Agreement. Consultant will not represent himself\nas an agent, employee, joint venturer or partner of Maxygen. Notwithstanding the\nabove, Maxygen acknowledges Consultant as an expert in the field of directed\nmolecular evolution and recognizes Consultant's right to use data in the public\ndomain (which Consultant does not otherwise have an obligation to maintain in\nconfidence) to highlight the relevance of directed molecular evolution\ntechnologies in multiple industries.\n\n          b.  The conduct and control of the work performed pursuant to this\nAgreement will lie with Consultant.  However, Consultant will perform this work\nat the specific direction (though not control) of Maxygen.\n\n          c.  (i)   During the first six (6) months of the Contract Term,\nsubject to Consultant's obligations under Paragraph 7 of the Agreement,\nConsultant may perform services for other clients, persons or companies as\nConsultant sees fit, except that Consultant may not knowingly accept employment\nwith, perform services for, become a founder of, or engage in any conduct, role\nor capacity in which the Consultant would provide to any business entity any\ntechnical or business advice or information related to the development or use of\n(x) technologies commonly referred to as 'gene shuffling' or 'molecular\nbreeding' in any format including, without limitation, single gene, gene family,\nor whole genome-based formats, or (y) other novel methods for generating high-\nquality genetic diversity via directed evolution of genetic materials.\n\n              (ii)  During the portion of the Contract Term after the date six\n(6) months from the start of the Contract Term, subject to Consultant's\nobligations under Paragraph \n\n \n7 of the Agreement, Consultant may perform services for other clients, persons\nor companies as Consultant sees fit, except that Consultant may not knowingly\naccept employment with, perform services for, become a founder of, or engage in\nany conduct, role or capacity in which the Consultant would provide to any\nbusiness entity any technical advice or information related to the development\nor use of in vitro or in vivo recombination-based methods for directed molecular\n          -- -----    -- ----\nevolution, without limitation those commonly referred to as 'gene shuffling' or\n'molecular breeding,' in any format; however, during such period Consultant may\n(provided he does not disclose or use any Confidential Information of Maxygen)\nprovide advice regarding targets to which directed molecular evolution could be\napplied to develop commercial products or processes, without providing technical\nadvice or information on how to accomplish the same.\n\n              (iii) Notwithstanding Paragraphs 3.C(i) and (ii) above, Consultant\nmay (x) conduct the activities described therein (without any disclosure or use\nof Maxygen Confidential Information) to the extent that Consultant can\nreasonably demonstrate that he could have done so prior to his employment with\nMaxygen, and (y) Consultant may comment generally on benefits of using Maxygen\ntechnology by reference to information then within the public domain.\n\n              (iv)  If during the Contract Term Consultant wishes to conduct any\nactivity which he believes may fall within the scope of the then-prohibited\nactivities described in Paragraphs 3.C(i) or (ii) above, he shall provide to\nMaxygen notice describing in writing the activities he wishes to conduct, but\nshall have no obligation to disclose to Maxygen the confidential information of\nthird parties.  Maxygen shall within ten (10) business days of receipt of such\nnotice and information notify Consultant in writing whether or not he may\nconduct such activities for such third party; provided, such time period shall\nnot apply if the Consultant has failed to provide Maxygen sufficient detail\nregarding the proposed activities to reasonably allow it to evaluate the impact\nof Consultant's proposed activities on Maxygen.  In the event Maxygen declines\nto permit Consultant to perform the proposed activities, it will summarize in\nbrief written form the basis for its denial and, where feasible, provide\npositive guidance as to changes in the proposed activities which could make the\nproposed activity acceptable, provided Maxygen has no obligation to approve any\nactivities which are not expressly permitted by Paragraphs 3.C(i) or (ii) above.\nUnless agreed to otherwise by the Parties in writing, a failure of Maxygen to\nprovide a response within the specified 10 business day period, shall constitute\napproval of the proposed activity.\n\n     4.   Benefits.  Consultant will not be eligible for, nor will participate\nin, any health, pension, or other employee benefit plan sponsored or established\nby Maxygen for the benefit of its employees.\n\n     5.   Billings.  Consultant agrees to submit to the Controller of Maxygen,\nInc., at 515 Galveston Drive, Redwood City, California 94063, by the tenth day\nof each calendar month, in a form reasonably acceptable to Maxygen, a written\ninvoice or facsimile that sets forth (i) the number of hours worked by\nConsultant each day, together with a detailed description of the services\nperformed, including time and expenses for agreed-upon travel, and (ii) the\ntotal compensation owed for the month.\n\n \n     6.   Compensation to Consultant.  Maxygen will pay Consultant for services\nrequested by Maxygen and actually performed by Consultant, at the rate of $250\nper hour, but in no event fewer than forty hours per month for the months of\nFebruary, March, April and May 2000, twenty-five hours per month for the months\nof June and July 2000, and five hours per month thereafter for the remainder of\nthe Contract Term (the 'Consulting Fees').  Consultant is not expected to be\navailable on an 'on-call' basis, but will be available for business meetings and\ntravel at agreed-upon times, and will be given notice of upcoming travel and\nMaxygen's consulting needs as far in advance as reasonably practical (generally\nten business days or more).  Nothing herein shall be interpreted as requiring\nConsultant to provide more than the above-described minimum number of consulting\nhours per month.  Maxygen agrees to make Payment no later than 30 days after\nreceipt of the invoice in the form described in Paragraph 5 above.  No payments\nwill be made to Consultant as reimbursement for travel and other business\nexpenses unless agreed in advance in writing by Maxygen.  In addition, upon\napproval of the Board of Directors of Maxygen, on June 30, 2001, Maxygen will\nvest in Consultant 6,875 Stock Options at an exercise price of $0.30, which\noptions otherwise would have vested had Consultant been an employee of Maxygen\non April 29, 2000, provided that this Agreement has not been terminated prior to\nJune 30, 2001 pursuant to Paragraph 8 of this Agreement either (i) for cause by\nMaxygen, or (ii) for any reason by Consultant.  Consultant understands and\nagrees that because of his separation from employment with Maxygen, his\ncontinuing option will become a Non-statutory Option and will no longer be an\nIncentive Stock Option.  Consultant further understands and agrees that the only\noption that will continue to vest during the Contract Term will be for the\naforesaid 6,875 options.\n\n     7.   Confidential Information.\n\n          a.  Maxygen has and will develop, compile, and own certain proprietary\ntechniques and confidential information ('Confidential Information') that have\ngreat value in its business.  Consultant acknowledges and agrees that\nConfidential Information includes information Consultant learns or acquires in\nconnection with the performance of services under this Agreement.  Confidential\nInformation includes all information that has or could have commercial value or\nother utility in the business in which Maxygen is engaged, or in which it\ncontemplates engaging, or that Maxygen has acquired in confidence from third\nparties.  Confidential Information also includes all other non-public\ninformation of Maxygen or third parties disclosed to Maxygen in confidence, the\nunauthorized disclosure of which could be detrimental to the interests of\nMaxygen, whether or not this information is identified as Confidential\nInformation.  Confidential Information also includes all information that\nConsultant may have learned about Maxygen's business, operations or plans during\nthe negotiation of this Agreement or during his prior employment with Maxygen.\nConfidential Information also includes all information defined as 'Confidential\nInformation' in the Maxygen Confidential Information, Secrecy and Inventions\nAgreement signed by Consultant on April 29, 1998 ('the CI Agreement').\nConsultant agrees to continue to be bound by the CI Agreement, including but not\nlimited to the Inventions portion thereof, and acknowledges that the CI\nAgreement remains in all respects valid and in force, throughout and after the\nContract Term.\n\n          b.  By example and without limitation, Confidential Information\nincludes any and all information concerning Maxygen's research programs, product\ndevelopment, biological materials, research methods, related products,\ntechnology, inventions, patent applications, trade \n\n \nsecrets or other products and any other information of value relating to the\nbusiness affairs and\/or fields of interest of Maxygen, whether communicated\norally or in writing, including without limitation, concepts, techniques,\nprocesses, designs, biological materials, methods for developing or identifying\nnovel products, software, databases, cost data, and other technical know-how,\nfinancial, research, marketing and personnel information, and other business\ninformation including information with respect to which Maxygen is under an\nobligation of confidentiality with any third party. Confidential Information\ndoes not include information: (i) generally known in the relevant trade or\nindustry; or (ii) known to and freely usable by Consultant before entering into\nthis Agreement with Maxygen; but Confidential Information shall not be deemed to\nbe generally known (x) merely because it is embraced by more general information\nsubject to the above, or (y) merely because it is published in general terms\nwithout description of the specific Confidential Information subject to this\nsection.\n\n          c.  Consultant acknowledges and agrees that Confidential Information\nis proprietary, constitutes a valuable asset of Maxygen, and is the sole\nproperty of Maxygen. Consultant agrees that at all times during and after the\nContract Term, he will hold in trust, keep confidential, and not disclose to any\nthird party, or make any use of, the Confidential Information of Maxygen, except\nas is strictly required to perform services under this Agreement and with the\nprior written approval of Maxygen. Consultant further agrees not to disclose, or\nto cause the transmission, removal, or transport of, Confidential Information\nfrom Maxygen's principal place of business at 515 Galveston Drive, Redwood City,\nCalifornia 94063, or any other place of business; provided, Consultant may\ncommunicate freely with Maxygen.\n\n          d.  Consultant acknowledges that all documents, whether in hard copy,\nelectronic for or any other format, including, but not limited to, laboratory\nand other notebooks, software, computer programs, tapes, printouts, records,\ndatabases, manuals, letters, email messages, reports, blueprints, drawings,\ncustomer lists, and other evidence of Confidential Information and other\ninformation concerning the business, operation, or plans of Maxygen, including\ncopies, that come into the possession of Consultant, whether produced by\nConsultant or others are and will remain the property of Maxygen, and will be\ntreated as Confidential Information.\n\n          e.  Consultant acknowledges that the unauthorized use or disclosure of\nMaxygen's Confidential Information by Consultant may lead to immediate\ntermination of this Agreement under Paragraph 8, and can lead to legal action by\nMaxygen.\n\n          f.  Notwithstanding the foregoing, it is understood that, by virtue of\nhis former employment with Maxygen and his ongoing consultancy with Maxygen\nunder this Agreement, Consultant will continue to have in his possession\nConfidential Information of Maxygen. Consultant agrees to treat such information\nas provided in the CI Agreement.\n \n     8.   Termination of this Agreement.\n\n          a.  On Written Notice. Either party may terminate this Agreement,\nwithout cause, by giving thirty (30) days' notice to the other party. In the\nevent of such termination, the parties agree to act toward each other in good\nfaith during the notice period. In the event of such termination by Maxygen, the\nstock options referred to in Paragraph 6 shall vest as of the \n\n \neffective date of termination. If this Agreement is terminated by Maxygen for\nany reason other than for cause or for any reason by Consultant prior to July 1,\n2000, Maxygen agrees to pay the minimal Consulting Fees that would have been\npayable through July 31, 2000.\n\n          b.  For Cause. Either party may terminate this Agreement for cause,\neffective immediately, upon written notice of termination for cause to the other\nparty. In the event of such termination by Maxygen, the stock options referred\nto in Paragraph 6 shall be forfeited. For purposes of this Agreement, 'cause'\nincludes but is not limited to:\n\n              1)    Any material breach of this Agreement, including but not\nlimited to inducing or assisting infringement of any Maxygen patent or copyright\nmisappropriation of any Maxygen trade secret; and\n\n              2)    Any act by one party that exposes the other to potential\nliability to others for, among other things, personal injury, property damage,\npatent infringement or trade secret misappropriation.\n\n          c.  In the event of termination of this Agreement, Maxygen agrees to\npay for all services provided under this Agreement to the effective date of the\ntermination.\n\n     9.   Indemnification.\n\n          a.  Consultant will indemnify, defend, and hold harmless Maxygen, its\ndirectors, officers, employees, agents and assigns against any and all liability\nimposed or claimed, including attorneys' fees and other legal expenses, arising\ndirectly or indirectly from any act or failure to act by Consultant in\nconnection with the performance of services under this Agreement.\n\n          b.  Consultant will indemnify, defend and hold Maxygen harmless\nagainst any and all liability imposed or claimed, including attorneys' fees and\nother legal expenses, arising directly or indirectly from any violation of\nfederal, state or local law by Consultant in connection with the performance of\nservices under this Agreement, including but not limited to, the California Fair\nEmployment and Housing Act, Title VII of the Civil Rights Act of 1964, the Age\nDiscrimination in Employment Act, and the Americans with Disabilities Act.\n\n          c.  Maxygen will have no duty to indemnify or defend Consultant.\n\n     10.  Severability. Whenever possible, each provision of this Agreement will\nbe interpreted in such a manner as to be effective and valid under applicable\nlaw. If any provision of this Agreement is held by a court of competent\njurisdiction to be invalid, void, or unenforceable, the remaining provisions\nwill nevertheless continue in full force without being impaired or invalidated\nin any way.\n\n     11.  Governing Law. This Agreement will be construed in accordance with the\nlaw of the State of California without reference to principles of conflicts of\nlaws.\n\n \n     12.  Waiver. The waiver by either party of a breach of any provision of\nthis Agreement will not operate, or be construed, as a waiver of any subsequent\nbreach by the other party.\n\n     13.  Assignment.  Consultant agrees that he will not assign this Agreement,\nnor any duties or obligations under it, without the prior written consent of\nMaxygen.  Maxygen shall have the right to assign this Agreement.\n\n     14.  Notices.  All notices or other written communications provided for\nunder this Agreement will be in writing and will be deemed to have been given\neither (i) upon personal delivery or confirmed facsimile transmission, (ii) one\nday after deposit with a courier service for next day delivery, or (iii) five\ndays after deposit in the U.S. mail, registered mail--postage prepaid, to the\nfollowing addresses.\n\n          a.  Joseph A. Affholter, Ph.D.\n              17440 Lakeview Drive\n              Morgan Hill, CA 95037\n\n              Facsimile Number:  408\/779-3580\n\n          b.  Maxygen, Inc.\n              515 Galveston Drive\n              Redwood City, California 94063\n              Attention: General Counsel\n\n              Facsimile Number: 650\/298-5803\n\n     Either party may change its or his address by giving notice to the other\nparty in accordance with this paragraph.\n\n     15.  Entire Agreement.  Except as provided in Paragraph 7.a above and the\nseparation letter, this Agreement supercedes any and all other agreements, both\noral or written, between Consultant and Maxygen with respect to the subject\nmatter of this Agreement, and the Agreement contains all of the promises and\nagreements between the parties with regard to its subject matter.  Both\nConsultant and Maxygen acknowledge that no representations, inducements,\npromises, or agreements, oral or otherwise, have been made by the other party,\nor anyone acting on behalf of the party, that are not contained in this\nAgreement.  The parties also acknowledge that no agreement, statement or promise\nthat is not referenced or contained in this Agreement will be valid or binding.\nAny modification of this Agreement will be effective only if it is in writing\nand signed by Consultant and an authorized representative of Maxygen.\n\n     16.  Arbitration of Disputes.  The parties agree that any controversy or\nclaim arising out of this Agreement, or any alleged breach of this Agreement,\nwill be subject to good faith mediation between the parties on mutually\nacceptable terms.  Any remaining claim or controversy will be arbitrated in San\nFrancisco, California, before a single arbitrator, in accordance with the\nCommercial Dispute Resolution Rules of the American Arbitration \n\n \nAssociation then in effect. The arbitrator's decision will be final and binding\non both parties. The prevailing party will be entitled to reasonable costs and\nattorneys' fees, including expert witness fees.\n\n     17.  Injunctive Relief.  Notwithstanding Paragraph 16, Consultant agrees\nthat a breach by him of his obligations under Paragraph 7 of this Agreement\nrelating to Confidential Information will cause Maxygen irreparable injury and\ndamage.  Consultant agrees that Maxygen is entitled to injunctive and other\nequitable relief to prevent a breach of Paragraph 7 of the Agreement or to\nsecure its enforcement.  A request for equitable relief by Maxygen shall not be\na waiver of any other rights or remedies Maxygen or Consultant may have.\n\n     18.  Attorneys' Fees.  If any legal action is brought that arises out of or\nrelates to this Agreement, including an action for injunctive relief, the\nprevailing party will be entitled to reasonable attorneys' fees, which may be\nset by the court in the same action or in a separate action brought for that\npurpose, in addition to any other relief to which that party may be entitled.\n\n     Executed on the dates set forth below.\n\n\n\nDated: January 28, 2000             \/S\/ Joseph A. Affholter, Ph.D.\n      ------------------------      ----------------------------     \n          \n\n\n\nDated: January 28, 2000             MAXYGEN, INC.\n      -------------------------\n\n\n                                    By \/s\/ Russell Howard\n                                    -----------------------------------------\n                                           Russell Howard\n                                           President and Chief Executive Officer\n\n \n                                   Exhibit A\n\n                               Contract Services\n                               -----------------\n                                        \n\n1.   Advice regarding the development of technologies relating to directed\nevolution, gene shuffling and Molecular Breeding directed molecular evolution\ntechnologies, and the use of such technologies to develop products and processes\nusing such technologies for commercial uses.\n\n2.   Transitioning to new leadership within Maxygen all existing partner\nmanagement responsibilities, projects, initiatives, and potential business\npartner communications in which consultant was involved or engaged while an\nemployee of Maxygen.\n\n3.   Assisting in establishing new collaborative relationships between Maxygen\nand third parties.\n\n4.   Cooperation with Maxygen and its counsel in connection with any\nintellectual property disputes with third parties in which Maxygen may become\nengaged, which cooperation shall include not providing advice or guidance to any\nthird party with respect to any intellectual property dispute involving any type\nof directed molecular evolution without Maxygen's prior written consent.\n\n5.   Other services to be determined at the parties' mutual written consent.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8151],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9551],"class_list":["post-40468","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-maxygen-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40468","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=40468"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40468"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40468"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40468"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}