Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Ionis Pharmaceuticals Inc 10-K 12-31-2017 HTML 1.44M
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 101K
-- exhibit3_1
3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 74K
4: EX-4.2 Instrument Defining the Rights of Security Holders HTML 40K
-- exhibit4_2
6: EX-10.10 Material Contract -- exhibit10_10 HTML 985K
7: EX-10.17 Material Contract -- exhibit10_17 HTML 669K
5: EX-10.4 Material Contract -- exhibit10_4 HTML 62K
8: EX-21.1 Subsidiaries List -- exhibit21_1 HTML 31K
9: EX-23.1 Consent of Experts or Counsel -- exhibit23_1 HTML 35K
10: EX-31.1 Certification -- §302 - SOA'02 -- exhibit31_1 HTML 40K
11: EX-31.2 Certification -- §302 - SOA'02 -- exhibit31_2 HTML 40K
12: EX-32 Certification -- §906 - SOA'02 -- exhibit32_1 HTML 35K
19: R1 Document and Entity Information HTML 60K
20: R2 Consolidated Balance Sheets HTML 119K
21: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K
22: R4 Consolidated Statements of Operations HTML 100K
23: R5 Consolidated Statements of Comprehensive Loss HTML 55K
24: R6 Consolidated Statements of Stockholders' Equity HTML 105K
25: R7 Consolidated Statements of Stockholders' Equity HTML 39K
(Parenthetical)
26: R8 Consolidated Statements of Cash Flows HTML 163K
27: R9 Consolidated Statements of Cash Flows HTML 39K
(Parenthetical)
28: R10 Organization and Significant Accounting Policies HTML 240K
29: R11 Investments HTML 143K
30: R12 Long-Term Obligations and Commitments HTML 90K
31: R13 Stockholders' Equity HTML 116K
32: R14 Income Taxes HTML 159K
33: R15 Collaborative Arrangements and Licensing HTML 119K
Agreements
34: R16 Segment Information and Concentration of Business HTML 122K
Risk
35: R17 Employment Benefits HTML 35K
36: R18 Legal Proceedings HTML 37K
37: R19 Quarterly Financial Data (Unaudited) HTML 161K
38: R20 Organization and Significant Accounting Policies HTML 283K
(Policies)
39: R21 Organization and Significant Accounting Policies HTML 167K
(Tables)
40: R22 Investments (Tables) HTML 144K
41: R23 Long-Term Obligations and Commitments (Tables) HTML 89K
42: R24 Stockholders' Equity (Tables) HTML 107K
43: R25 Income Taxes (Tables) HTML 161K
44: R26 Segment Information and Concentration of Business HTML 123K
Risk (Tables)
45: R27 Quarterly Financial Data (Unaudited) (Tables) HTML 161K
46: R28 Organization and Significant Accounting Policies, HTML 36K
Basis of Presentation (Details)
47: R29 Organization and Significant Accounting Policies, HTML 118K
Basic and Diluted Net Income (Loss) per Share
(Details)
48: R30 Organization and Significant Accounting Policies, HTML 118K
Revenue Recognition (Details)
49: R31 Organization and Significant Accounting Policies, HTML 66K
Research, Development and Patent Expenses
(Details)
50: R32 Organization and Significant Accounting Policies, HTML 42K
Accrued Liabilities (Details)
51: R33 Organization and Significant Accounting Policies, HTML 50K
Noncontrolling Interest in Akcea Therapeutics,
Inc. (Details)
52: R34 Organization and Significant Accounting Policies, HTML 36K
Cash, Cash Equivalents and Short-Term Investments
(Details)
53: R35 Organization and Significant Accounting Policies, HTML 38K
Inventory Valuation (Details)
54: R36 Organization and Significant Accounting Policies, HTML 69K
Property, Plant and Equipment (Details)
55: R37 Organization and Significant Accounting Policies, HTML 35K
Long-Lived Assets (Details)
56: R38 Organization and Significant Accounting Policies, HTML 35K
Stock-based Compensation Expense (Details)
57: R39 Organization and Significant Accounting Policies, HTML 57K
Accumulated Other Comprehensive Income (Loss)
(Details)
58: R40 Organization and Significant Accounting Policies, HTML 39K
Convertible Debt (Details)
59: R41 Organization and Significant Accounting Policies, HTML 38K
Segment Information (Details)
60: R42 Organization and Significant Accounting Policies, HTML 89K
Fair Value Measurements on a Recurring Basis
(Details)
61: R43 Organization and Significant Accounting Policies, HTML 49K
Fair Value Measurements - Novartis Future Stock
Purchase (Details)
62: R44 Organization and Significant Accounting Policies, HTML 38K
Income Taxes (Details)
63: R45 Organization and Significant Accounting Policies, HTML 62K
Impact of Recently Issued Accounting Standards
(Details)
64: R46 Investments, Contract Maturity of HTML 56K
Available-for-Sale Securities (Details)
65: R47 Investments, Summary of Investments (Details) HTML 107K
66: R48 Investments, Investments Temporarily Impaired HTML 68K
(Details)
67: R49 Long-Term Obligations and Commitments, Long-Term HTML 49K
Obligations (Details)
68: R50 Long-Term Obligations and Commitments, Convertible HTML 102K
Notes (Details)
69: R51 Long-Term Obligations and Commitments, Financing HTML 57K
Arrangements (Details)
70: R52 Long-Term Obligations and Commitments, Research HTML 50K
and Development and Manufacturing Facilities
(Details)
71: R53 Long-Term Obligations and Commitments, Maturity HTML 59K
Schedules (Details)
72: R54 Long-Term Obligations and Commitments, Operating HTML 60K
Leases (Details)
73: R55 Stockholders' Equity, Preferred and Common Stock HTML 63K
(Details)
74: R56 Stockholders' Equity, Stock Plans (Details) HTML 105K
75: R57 Stockholders' Equity, Stock Option Activity HTML 91K
(Details)
76: R58 Stockholders' Equity, Restricted Stock Unit HTML 66K
Activity (Details)
77: R59 Stockholders' Equity, Stock-based Compensation HTML 42K
Expense (Details)
78: R60 Stockholders' Equity, Stock-based Valuation HTML 51K
Information (Details)
79: R61 Income Taxes, Loss Before Income Tax (Benefit) HTML 40K
Expense (Details)
80: R62 Income Taxes, Income Tax (Benefit) Expense HTML 57K
(Details)
81: R63 Income Taxes, Reconciliation of Statutory to HTML 112K
Effective Tax Rate (Details)
82: R64 Income Taxes, Deferred Tax Assets and Liabilities HTML 68K
(Details)
83: R65 Income Taxes, Tax Credit Carryforwards (Details) HTML 57K
84: R66 Income Taxes, Gross Unrecognized Tax Benefits HTML 47K
(Details)
85: R67 Collaborative Arrangements and Licensing HTML 102K
Agreements, AstraZeneca (Details)
86: R68 Collaborative Arrangements and Licensing HTML 132K
Agreements, Biogen (Details)
87: R69 Collaborative Arrangements and Licensing HTML 72K
Agreements, Bayer (Details)
88: R70 Collaborative Arrangements and Licensing HTML 69K
Agreements, GSK (Details)
89: R71 Collaborative Arrangements and Licensing HTML 72K
Agreements, Janssen Biotech, Inc. (Details)
90: R72 Collaborative Arrangements and Licensing HTML 115K
Agreements, Novartis (Details)
91: R73 Collaborative Arrangements and Licensing HTML 78K
Agreements, Roche (Details)
92: R74 Collaborative Arrangements and Licensing HTML 52K
Agreements, Achaogen, Inc. (Details)
93: R75 Collaborative Arrangements and Licensing HTML 67K
Agreements, Alnylam Pharmaceuticals, Inc.
(Details)
94: R76 Collaborative Arrangements and Licensing HTML 46K
Agreements, Antisense Therapeutics Limited
(Details)
95: R77 Collaborative Arrangements and Licensing HTML 53K
Agreements, Atlantic Pharmaceuticals Limited
(Details)
96: R78 Collaborative Arrangements and Licensing HTML 52K
Agreements, Dynacure, SAS (Details)
97: R79 Collaborative Arrangements and Licensing HTML 48K
Agreements, Regulus Therapeutics Inc. (Details)
98: R80 Collaborative Arrangements and Licensing HTML 63K
Agreements, Suzhou Ribo Life Science Co., Ltd.
(Details)
99: R81 Collaborative Arrangements and Licensing HTML 35K
Agreements, The University of Texas MD Anderson
Cancer Center (Details)
100: R82 Collaborative Arrangements and Licensing HTML 64K
Agreements, External Project Funding (Details)
101: R83 Collaborative Arrangements and Licensing HTML 41K
Agreements, In-Licensing Agreements (Details)
102: R84 Segment Information and Concentration of Business HTML 93K
Risk, Segment Information (Details)
103: R85 Segment Information and Concentration of Business HTML 57K
Risk, Revenue from Significant Partners (Details)
104: R86 Employment Benefits (Details) HTML 38K
105: R87 Legal Proceedings (Details) HTML 40K
106: R88 Quarterly Financial Data (Unaudited) (Details) HTML 141K
108: XML IDEA XML File -- Filing Summary XML 195K
107: EXCEL IDEA Workbook of Financial Reports XLSX 148K
13: EX-101.INS XBRL Instance -- ions-20171231 XML 4.14M
15: EX-101.CAL XBRL Calculations -- ions-20171231_cal XML 326K
16: EX-101.DEF XBRL Definitions -- ions-20171231_def XML 1.60M
17: EX-101.LAB XBRL Labels -- ions-20171231_lab XML 3.32M
18: EX-101.PRE XBRL Presentations -- ions-20171231_pre XML 2.12M
14: EX-101.SCH XBRL Schema -- ions-20171231 XSD 307K
109: ZIP XBRL Zipped Folder -- 0000874015-18-000047-xbrl Zip 373K
‘EX-10.4’ — Material Contract — exhibit10_4
This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
IONIS PHARMACEUTICALS, INC.
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENT
In consideration of my employment or continued employment by Ionis Pharmaceuticals, Inc., (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows:
1. Recognition of Company’s Rights; Nondisclosure. At all times during the term of my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Confidential Information (defined below), except as such disclosure, use or publication may be required by the Company in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing. I will not make any permitted disclosure, use or publication unless such disclosure, use or publication
is in strict compliance with the Company’s publication and presentation clearance policy. I will not export, directly or indirectly, any Company products, any direct product thereof, or any related technical data in violation of the United States Department of Commerce’s Export Administration Regulations.
The term
“Confidential Information” will mean trade secrets, confidential knowledge, data or any other proprietary information of
the Company. By way of illustration but not limitation,
“Confidential Information” includes (a) inventions, mask works, trade secrets, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as
“Inventions”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; as well as information regarding the skills and compensation of other employees of
the
Company.
2. Third Party Information. I understand, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose (except as required to be disclosed in connection with my work for the Company) Third Party Information unless expressly authorized by an officer of the
Company in writing. I will not make any permitted disclosures unless such disclosure is in strict compliance with the Company’s publication and presentation clearance policy.
3. Assignment of Inventions
3.1 Assignment
(a) I hereby assign to the Company all my right, title and interest throughout the world in and to any and all Inventions (and all patent rights, copyrights, and all other rights in connection therewith, hereinafter referred to as “Proprietary Rights”) whether or not patentable or registrable under patent, copyright, trademark or similar statutes (together with the goodwill associated therewith), made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment with the Company or within 1 year after termination of my employment, which relate to any Company Invention or to any work performed by me while I was employed by the
Company. Inventions assigned to the Company by this Paragraph 3 are hereinafter referred to as “Company Inventions.” I agree, upon request, to execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee.
(b) If I am employed by the Company in the State of California, I recognize that this Agreement does not require assignment of any invention which qualifies fully for protection under Section 2870 of the California Labor Code (hereinafter “Section 2870”), which provides as follows:
(i) Any provision in an employment agreement which provides that an employee will assign, or offer to assign, any of his or her rights in an invention to his or her employer will not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer.
(2) Result from any work performed by the employee for the employer.
(ii) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (i), the provision is against the public policy of this state and is unenforceable.
3.2 Government. I also agree to assign all my right, title and interest in and to any and all Company Inventions to the United States of America, if such is required to be assigned by a contract between the Company and United States of America or any of its agencies.
3.3 Works for Hire. I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment as well as those works made by me within 1 year after termination of my employment which relate to any work made by me while I was employed by the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C., Section 101).
4. Enforcement of Proprietary Rights. I will assist the Company in every proper way to obtain and from time to time enforce United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries will continue beyond the termination of my employment, but the Company will compensate me at a reasonable rate after my termination for the time actually spent by me if the Company requests such assistance.
I hereby waive and transfer to
the Company, any and all claims, of any nature whatsoever, which I now or may hereafter have, for infringement of any Proprietary Rights assigned hereunder to
the Company.
5. Obligation to Keep Company Informed. During the period of my employment, I will promptly disclose all Company Inventions to the Company fully and in writing and will hold such Company Inventions in trust for the sole right and benefit of the Company. In addition, after termination of my employment, I will disclose all patent applications filed by me within a year after termination of employment which relate to any Company Invention or to any work performed by me while I was employed by Company.
6. Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth in Exhibit A attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement. If disclosure of any such Invention on Exhibit A would cause me to violate any prior
confidentiality agreement, I understand that I am not to list such Inventions in Exhibit A but am to inform the Company that all such Inventions have not been listed for that reason.
7. Additional Activities.
(a) I agree that during the period of my employment by the Company I will not, without the Company’s express written consent, engage in any employment or business activity other than for the Company. Additionally, during the period of my employment by the Company and for 1 year after the date of termination of my employment with the Company I will not induce any employee of the Company to leave the employ of
the Company.
(b) I acknowledge that the Company has developed, through an extensive acquisition process, valuable information regarding actual or prospective partners, licensors, licensees, clients, customers and accounts of the Company (“Trade Secret Information”). I further acknowledge that my use of such Trade Secret Information after the termination of my employment would cause the Company irreparable harm. Therefore, I agree that I will not use Trade Secret Information to solicit the business relationship or patronage of any of the actual or prospective partners, licensors, licensees, clients, customers or accounts of the
Company.
8. No Improper Use of Materials. During my employment by the Company I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person.
9. No Conflicting Obligation. I represent that my performance (a) of all the terms of this Agreement and (b) as an employee of the Company, does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I will not enter into, any agreement that conflicts with this Agreement.
10. Return of Company Documents. When I leave the employ of the Company, I will deliver to the Company any and all laboratory notebooks, conception notebooks, drawings, notes, memoranda, specifications, devices, formulas, molecules, cells, storage media, including software and documents, including any computer printouts, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Confidential Information of the Company. I further agree that any property situated on the Company’s premises
and owned by the Company including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in completing and signing the Company’s termination statement for technical and management personnel.
11. Legal and Equitable Remedies. Because my services are personal and unique and because I may have access to and become acquainted with the Confidential Information of the Company, the Company will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond, without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.
12. Notices. Any notices required or permitted hereunder will be given to me at the address specified below or at such other address as I will specify in writing. Such notice will be deemed given upon personal delivery to the appropriate address, or by facsimile transmission (receipt verified and with confirmation copy following by another permitted method), telexed, sent by express courier service, or, if sent by certified or registered mail, three days after the date of mailing.
13. General Provisions
13.1 Governing Law. This Agreement will be governed by and construed according to the laws of the State of California.
13.2 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by both parties. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement. As used in this Agreement, the period of my employment includes any time during which I may be retained by the Company as a consultant.
13.3 Severability. If any of the provisions in this Agreement are deemed unenforceable by law, then the remaining provisions will continue in full force and effect.
13.4 Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.
13.5 Survival. The provisions of this Agreement will survive the termination of my employment and the assignment of this Agreement by the Company to any successor in interest or other assignee.
13.6 Employment. I agree and understand that nothing in this Agreement will confer any right with respect to continuation of employment by the Company, nor will it interfere in any way with my right or the Company’s right to terminate my employment at any time, with or without cause.
13.7 Waiver. No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Agreement will be construed as a waiver of any other right. The Company will not be required to give notice to enforce strict adherence to all terms of this Agreement.
This Agreement will be effective as of the first day of my employment with
the Company, namely: _________________, 20____.
I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE DURING MY EMPLOYMENT, AND RESTRICTS MY RIGHT TO DISCLOSE OR USE
THE COMPANY’S CONFIDENTIAL INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT.
I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.
Dated:
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Signature
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Name of Employee
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Address
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ACCEPTED AND AGREED TO:
Ionis Pharmaceuticals, Inc.
By:
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Signature
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Shannon L. Devers
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Printed Name
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Vice President, Human Resources
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Title
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EXHIBIT A
IONIS PHARMACEUTICALS, INC.
2855 Gazelle Court
1. The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by Ionis Pharmaceuticals, Inc. (the
“Company”) that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by
the Company:
[ ] No inventions or improvements. [ ] See below:
[ ] Due to confidentiality agreements with prior employer, I cannot disclose certain inventions that would otherwise be included on the above-described list.
[ ] Additional sheets attached.
2. I propose to bring to my employment the following devices, materials and documents of a former employer or other person to whom I have an obligation of confidentiality that are not generally available to the public, which materials and documents may be used in my employment pursuant to the express written authorization of my former employer or such other person (a copy of which is attached hereto):
[ ] No material [ ] See below:
[ ] Additional sheets attached.