Exhibit 10.13
ONCORUS, INC.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (the “Agreement”), effective as of February 11, 2022 (the “Effective Date”), is made by and among Oncorus, Inc., a Delaware corporation (the “Company”) and John Goldberg, M.D. (the “Executive” and, together with the Company, the “Parties”), and amends and restates in its entirety the Offer Letter between the Company and Executive that was effective as of September 7, 2018.
WHEREAS, the Company desires to assure itself of the continued services of Executive by continuing to engage Executive to perform services as an employee of the Company under the terms hereof;
WHEREAS, Executive desires to continue to provide services to the Company on the terms herein provided; and
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
Employee Confidential Information and Inventions Assignment Agreement
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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date and year first above written.
ONCORUS, INC.
By:
Name: Theodore (Ted) Ashburn, M.D., PhD.
Title: President and Chief Executive Officer
EXECUTIVE
By: /s/ John Goldberg
Name: John Goldberg, M.D.
Address: [***]
Employee Confidential Information and Inventions Assignment Agreement
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EXHIBIT A
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ONCORUS, INC.
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
In consideration of my employment or continued employment by Oncorus, Inc., its subsidiaries, parents, affiliates, successors and assigns (together “Company”), and the compensation paid to me now and during my employment with Company, and the Company’s agreement to provide me with access to its Confidential Information (as defined below), I hereby enter into this Employee Confidential Information and Invention Assignment Agreement (the “Agreement”) and agree as follows:
Employee Confidential Information and Inventions Assignment Agreement
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Employee Confidential Information and Inventions Assignment Agreement
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Employee Confidential Information and Inventions Assignment Agreement
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The parties agree that for purposes of this Agreement, a “Customer or Potential Customer” is any person or entity who or which, at any time during the one year period prior to my contact with such person or entity as described in Sections 5.4, 5.5 or 5.6 above if such contact occurs during my employment or, if such contact occurs following the termination of my employment, during the one year period prior to the date my employment with Company ends: (i) contracted for, was billed
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for, or received from Company any product, service or process with which I worked directly or indirectly during my employment by Company or about which I acquired Confidential Information; or (ii) was in contact with me or in contact with any other employee, owner, or agent of Company, of which contact I was or should have been aware, concerning the sale or purchase of, or contract for, any product, service or process with which I worked directly or indirectly during my employment with Company or about which I acquired Confidential Information; or (iii) was solicited by Company in an effort in which I was involved or of which I was aware.
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Employee Confidential Information and Inventions Assignment Agreement
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Employee Confidential Information and Inventions Assignment Agreement
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[signatures to follow on next page]
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This Agreement will be effective as of the date signed by the Employee below, with the exception of Section 6, which will be effective on February 21, 2022 (ten (10) business days after the date on which the Company first presented this Agreement to Employee).
EMPLOYEE: |
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I have read this agreement carefully and understand its terms. I have completely filled out Exhibit A to this Agreement. |
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/s/ John Goldberg |
(Signature) |
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John Goldberg, M.D. |
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COMPANY: | ||
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Accepted and agreed | ||
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Oncorus, Inc. | ||
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By: | /s/ Ted Ashburn | |
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| Name: | Theodore (Ted) Ashburn, M.D., PhD. |
| Title: | President and Chief Executive Officer |
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Email: | [***] |
Employee Confidential Information and Inventions Assignment Agreement
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Exhibit A
Excluded Inventions
TO: | Oncorus, Inc. |
FROM: | John Goldberg |
DATE: |
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1. Excluded Inventions Disclosure. Except as listed in Section 2 below, the following is a complete list of all Excluded Inventions:
FORMCHECKBOX No Excluded Inventions.
X See below:
Individualized off the shelf peptide vaccine for Diffuse Intrinsic Pontine Glioma (DIPG): DIPG has been discovered to be characterized by 2-3 specific molecular aberrations, and cases of DIPG can be classified molecularly based on them. Therefore, neoantigens from patients in each of these molecular classes could be shared within the class, so a neoantigen based peptide vaccine could be designed to be “off the shelf” and ready for administration to a patient once the patient’s molecular class has been determined. The only variable other than the patient’s molecule class that is to be included in selection of vaccine peptides would be the HLA status of the patient, since particular HLA alleles will present particular neoantigens to T cells. Therefore, in addition to molecular classification of the tumor, the peptides for a particular patient would also need to be individualized based on HLA status. But all likely peptides would already be manufactured and available for inclusion in the personalized vaccine. It is also possible that this vaccine could be deployed prior to biopsy and / or HLA testing to enable a more rapid therapeutic immune response, for example by administering a vaccine with all possible peptides at time of diagnosis and then later by refining the peptide mixture when and if molecular data becomes available for the patient. This individualized off the shelf peptide vaccine could be used in combination with check point inhibitors and costimulatory agonists to create a more clinically effective anti-tumor immune response.
FORMCHECKBOX Additional sheets attached.
2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to the Excluded Inventions generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to the following party(ies):
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FORMCHECKBOX Additional sheets attached.
264200056 v2