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Phage Therapeutics International Inc – ‘10SB12G/A’ on 12/5/01 – EX-10.22

On:  Wednesday, 12/5/01   ·   Accession #:  912057-1-542027   ·   File #:  0-31961

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/05/01  Phage Therapeutics Int’l Inc      10SB12G/A             24:1.4M                                   Merrill Corp/FA

Amendment to Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment to Registration of Securities of a        HTML    725K 
                          Small-Business Issuer                                  
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     19K 
 3: EX-10.1     Material Contract                                   HTML     34K 
11: EX-10.10    Material Contract                                   HTML     79K 
12: EX-10.11    Material Contract                                   HTML     78K 
13: EX-10.12    Material Contract                                   HTML     53K 
14: EX-10.13    Material Contract                                   HTML     79K 
15: EX-10.14    Material Contract                                   HTML     22K 
16: EX-10.15    Material Contract                                   HTML     25K 
 4: EX-10.2     Material Contract                                   HTML     30K 
17: EX-10.22    Material Contract                                   HTML     38K 
18: EX-10.23    Material Contract                                   HTML     43K 
19: EX-10.24    Material Contract                                   HTML     43K 
20: EX-10.28    Material Contract                                   HTML     44K 
21: EX-10.29    Material Contract                                   HTML     64K 
 5: EX-10.3     Material Contract                                   HTML     42K 
22: EX-10.30    Material Contract                                   HTML     18K 
23: EX-10.33    Material Contract                                   HTML     46K 
 6: EX-10.4     Material Contract                                   HTML     80K 
 7: EX-10.5     Material Contract                                   HTML     22K 
 8: EX-10.6     Material Contract                                   HTML     18K 
 9: EX-10.8     Material Contract                                   HTML     19K 
10: EX-10.9     Material Contract                                   HTML     23K 
24: EX-21       Subsidiaries of the Registrant                      HTML      9K 


EX-10.22   —   Material Contract
Exhibit Table of Contents

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11st Page   -   Filing Submission
"Exhibit 10.22
"Employment Agreement
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Exhibit 10.22


EMPLOYMENT AGREEMENT

    EMPLOYMENT AGREEMENT dated April 1, 2001 ("Agreement") between Phage Therapeutics, Inc., a Washington corporation ("PhageTx"), and John S. Sundsmo, PhD, a resident of Vista, CA ("Employee"), each a "Party' and collectively the "Parties."

WITNESSETH

    WHEREAS, PhageTx wishes to employ Employee in the position of Director of Intellectual Property; and

    WHEREAS, Employee wishes to enter into the employ of PhageTx to fulfill the responsibilities of the position of Director of Intellectual Property;

    NOW THEREFORE, in consideration of the foregoing and of the respective covenants, obligations and agreements of the Parties contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

1.  EMPLOYMENT

    PhageTx shall employ Employee, and Employee shall accept such employment, upon the terms and conditions set forth in this Agreement. Employee's employment with PhageTx shall be subject to PhageTx's general employment policies and practices. PhageTx reserves the right to modify such policies and practices from time to time.

2.  DUTIES

    Employee shall be employed as Director of Intellectual Property. During the term of this Agreement, Employee shall devote no less than 80% (no less than four full-time days per week) of his attention and efforts to the conduct of the business of PhageTx and the performance of his duties under this Agreement. Employee shall not engage in any directly or indirectly competitive business activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; provided that Employee shall not be prevented from investing his personal assets in such form or manner as will not require any services on the part of Employee in the operation of the affairs of the entities in which such investments are made.

3.  TERM

    Subject to the terms and conditions set forth in this Agreement, PhageTx shall employ Employee and Employee shall serve PhageTx in the position of Director of Intellectual Property for a period commencing April 1, 2001 ("Commencement Date") and continuing through the first anniversary of the Commencement Date (March 31, 2002), unless such employment is sooner terminated as provided herein. During this one (1) year period, Employee's compensation and other benefits may be adjusted annually, or more often, without the necessity of an amendment of this Agreement. The Employee's term of employment shall be extended for additional one (1) year periods and on such terms and at such levels of compensation as shall be mutually agreed to in writing by PhageTx and Employee, unless otherwise terminated under this Agreement.

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4.  COMPENSATION

    For all services rendered by Employee under this Agreement, PhageTx agrees to pay Employee and Employee agrees to accept the following:

5.  CONTINUING EDUCATION

    In the event that performance of Employee's duties while employed by PhageTx shall require certification, licensure or continuing education to maintain such certification or licensure, then PhageTx shall, upon notice by Employee, allow time during business hours for the required activity, and shall reimburse Employee for reasonable expenses associated therewith, including the specific license fees, plus any associated registration, travel, lodging and per diem costs.

6.  WORKING FACILITIES

    Employee shall be furnished with such facilities, services, and supplies as are suitable and adequate for the performance of his duties under this Agreement.

7.  EXPENSES

    Employee shall be reimbursed by PhageTx for his reasonable expenses incurred in connection with his employment and which are related to and in furtherance of PhageTx's business, in accordance with the general policy of PhageTx regarding reimbursement of expenses.

8.  BENEFITS

    Employee shall be entitled to all rights and benefits for which Employee is eligible under any employee-benefits plan, including pension, stock or stock option, profit sharing, health (including medical and dental), and life and disability insurance plan, which PhageTx provides for its employees generally. PhageTx reserves the right to change the benefits offered to employees at any time.

9.  TERMINATION

    Employee's employment with PhageTx shall be terminated upon the occurrence of any of the following events:

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10.  INVENTIONS

    An "Invention" (or "Inventions") that relates directly to the business or science of PhageTx, and that are made or conceived entirely or partially by Employee while employed by PhageTx, shall be the exclusive property of PhageTx. For the purposes of this Agreement, the terms Invention or Inventions include(s), without limitation, all creations, whether or not patentable or copyrightable, and all ideas, reports or other creative works including, without limitation, genetic engineering tools and methods, gene expression systems, and diagnostics and therapeutic products derived therefrom, which relate to the existing or proposed business, research or development efforts of PhageTx. All of Employee's Inventions, whether or not copyrightable or patentable, will be works for hire. Employee will promptly disclose each Invention to PhageTx in writing and cooperate with PhageTx to patent or copyright any and all Inventions by executing all documents tendered by PhageTx for the purpose of patenting or copyrighting Employee's said Inventions. This provision shall be construed in conformity with Chapter 49.44 of the Revised Code of Washington. This provision does not apply to an Invention for which no equipment, supplies, facilities or trade secret information of PhageTx was used and which was developed entirely on Employee's own time, unless the Invention relates directly to the business of PhageTx or to PhageTx's actual or demonstrably anticipated research or development or if the Invention results from any work performed by Employee for PhageTx.

11.  NON-DISCLOSURE OF CONFIDENTIAL INFORMATION and RESTRICTIVE covenants

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12.  INJUNCTIVE RELIEF

    Employee acknowledges that breach or threatened breach of the nondisclosure, non-competition or other agreements contained in this Agreement would give rise to irreparable injury to PhageTx, which injury would be inadequately compensable in money damages. PhageTx may, therefore, seek and obtain a restraining order or injunction prohibiting the breach or threatened breach of any provision, requirement or covenant of this Agreement, in addition to and not in limitation of any other legal remedies that may be available.

13.  MISCELLANEOUS

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This Agreement is effective as of the date first above written.

Phage Therapeutics, Inc. (PhageTx):    

 

 

 

 

 
By:   Richard C. Honour
   

 

 

 

 

 
Its:   President & CEO
   

 

 

 

 

 
    /s/ RICHARD C. HONOUR   
Signature
   

 

 

 

 

 
    04-03-01
Date
   

 

 

 

 

 
Employee (Employee):    

 

 

 

 

 
By:   John S. Sundsmo, PhD
   

 

 

 

 

 
    /s/ JOHN S. SUNDSMO, PHD   
Signature
   

 

 

 

 

 
    4/2/01
Date
   

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EMPLOYMENT AGREEMENT

Dates Referenced Herein

This ‘10SB12G/A’ Filing    Date    Other Filings
3/31/02None on these Dates
Filed on:12/5/01
4/1/01
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Filing Submission 0000912057-01-542027   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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