Employment Agreement, dated May 9, 2014, by and between BeiGene (Beijing) Co., Ltd. and Lai Wang
EX-10.10.1 10 exhibit10101-employmentcon.htm EX-10.10.1 Document
EMPLOYMENT CONTRACT (FOREIGN EMPLOYEES)
劳 动 合 同 (外国籍员工)
This Employment Contract (the “Contract”) is between:
BeiGene (Beijing) Co., Ltd ] (the “Company”)
|Legal Representative 法定代表人：||[ Mr. John V. Oyler ]|
|Registered Address 注册地址：||[ Changping, Beijing ]|
|Postal Code 邮政编码：||[ 102206 ]|
|Party B：||[||Lai Wang||]|
|Passport Number 护照号码：||[||]|
|Mailing Address 通讯地址：||[||]|
|Postal Code 邮政编码：||[||]|
|Contact Phone Number 电话号码：||[||]|
I. General Provision 总则
1.General Provision 总则
Pursuant to the PRC Labor Law, the PRC Employment Contract Law and other relevant PRC laws and regulations, through mutual consultation and agreement on the basis of legality, fairness, equality, voluntariness, and good faith, the Company and Employee hereby enter into this Contract and abide by the terms hereof.
Appendix One, Confidentiality, Intellectual Property, Non-Solicitation and None-Compete Agreement, and Appendix Two, Job Duties and Recruitment Requirement, are components of this Contract.
II. Term of the Contract 合同期限
This Contract is a fixed term employment contract. The term of this Contract is three years, from [ May 9, 2014 ] to [ May 8, 2017 ]. Prior to the expiration date of the contract term, the Company will notify the Employee in writing regarding its decision whether or not to extend or renew the contract term. If the Company decides to extend or renew the contract term, the Employee agrees to use his/her best efforts to assist with the completion of relevant extension or renewal procedures before the expiration date of the current contract term.
本合同为固定期限劳动合同，合同期限为三年，自[ 2014 ]年[ 5 ]月 [ 9 ]日起至[ 2017 ]年[ 5 ]月[ 8 ]日止，本合同期满前，公司将书面通知员工是否延长或续订本合同。若公司决定延长或续订本合同的，员工应在合同期限届满之前配合完成相关延长或续订手续。
III. Job Description and Workplace 工作内容和工作地点
3.Job Position, Duties and Workplace 工作内容和工作地点
The Employee shall render services to the Company in the position of [Head of Discovery Biomarkers and In vivo Pharmacology], and the Employee’s current workplace is in [ Beijing ] city.
员工的工作岗位为 [ ]，员工的工作地点为[ ]。
Employee shall perform job duties and responsibilities in accordance with the job duties specified in Appendix Two.
4.Adjustment of the Position, Duties and Workplace 工作岗位、职责和地点的调整
The Employee agrees that the Company reserves the full discretion to adjust the Employee’s position, duties and workplace, according to its business needs and the Employee’s work performance. At the Company’s sole discretion, the Employee may be dispatched to work at the Company’s branch offices.
5.Standard of Work Performance 工作标准
The Company has a performance evaluation system. The Employee’s standard of work performance shall be determined according to this system and the employee’s work duties. The Employee shall complete all work assigned by the Company and meet the stipulated working standard.
6.No Conflict of Interests 禁止利益冲突
During the term of this Contract, the Employee shall not take any other paid employment without prior written approval of the Company, and shall not provide any external consulting services to any third party without prior written approval of the Company.
IV. Working Hours, Rest and Vacations 工作时间和休息休假
7.Working Hours 工作时间
Standard working hours system: The Employee generally works no more than 8 hours a day and no more than 40 hours a week. The Employee’s office working hours are 9.00 a.m. to 6.00 p.m. (including one hour lunch time) from Monday to Friday. The Employee may be required to work overtime occasionally, depending on the actual conditions.
For Employee subject to standard working hours system or cumulative working hours system, they shall get supervisor’s prior written approval in order to work overtime. Company will act in accordance with national laws and regulations, workplace regulations, as well as company internal policy to provide alternative time off for accrued overtime, or provide overtime pay to the Employee.
The Employee shall enjoy the Chinese public holidays, paid annual leave, marriage leave, maternity leave, and other leave periods applicable to him/her in accordance with PRC laws. The Employee shall take leave based around the business arrangement of the Company and follow relevant approval procedures for taking any leave so as to ensure that the business of the Company will not be adversely affected due to the absence of the Employee.
Under the Company’s policy, you will be entitled to 12 working days annual leave (statutory paid annual leave included and including 2 fixed annual leave days arranged by the Company). Unused extra company holidays (maximum 5 days) can be carried over to next calendar year before February.
If under relevant PRC laws and regulations, you are entitled to more than 12 paid annual leave days, you will enjoy those statutory annual leave days and the Company will not provide you with any additional annual leave days.
V. Remuneration 劳动报酬
Monthly base salary of the Employee is RMB[ 69,791 ].
员工月工资为税前人民币[ ] 元。
11.Salary Adjustment 工资调整
The Company normally reviews the salaries of employees yearly. Adjustments are made on the basis of individual work performance, the Company’s operating conditions, the inflation rate, and market salary survey data provided by authoritative institutions, but this does not imply that salary increases will be rewarded.
12.Payment of Salaries 工资支付
The Company shall pay the Employee’s salary in arrears, which will be paid via bank transfer on the last working day of each month. If the salary payment date falls on a rest day or a public holiday, the salary shall be paid on the working day immediately prior to it. The salary will be pro rated on a daily basis in accordance with the relevant PRC laws and regulation for any periods of less than one full calendar month during the term of this Contract.
The Company will deduct the social security and housing fund contributions (if any), and any other payments that the Employee is liable for under applicable law when paying the monthly salary.
The Employee’s first and last month’s salary shall be paid according to the salary payment regulations of the Company.
In addition to the above salary, the Company has the total discretion to decide on the bonus payment (if any). The employee is eligible for a bonus of up to 20% of the annual base salary. It is completely subject to the Company’s discretion to decide the eligibility, amount and payment method of the said discretionary bonus. As a condition precedent, the Employee shall remain a Company’s regular employee (i.e., without receiving termination notice or send resignation notice) on the date of bonus disbursement. To avoid any doubt, the Company has no legal obligation to provide the bonus.
14.Individual Income Tax 个人所得税
Cash compensation is accounted on a gross basis and is paid in local currency. It is the Employee’s obligation to pay individual income tax according to PRC laws. The Company will withhold the income tax from each payment accordingly.
15.Salary Information 工资信息
The Employee’s salary information is confidential. The Employee shall not discuss with or disclose such information to any third party (including other colleagues of the Company), except to his/her immediate supervisor or head of HR department or CEO. The Employee may seek advice from HRD regarding any questions about his/her remuneration.
VI. Benefits 福利
16.Statutory Social Insurance and Housing Fund 法定社会保险及住房公积金
If required by applicable PRC laws or local regulations, and if as a practical matter it is feasible to do so, the Company will go through relevant procedures and make social insurance and housing fund contributions for the Employee and deduct from the Employee’s salary payments his/her share of social insurance and housing fund contributions. If due to the Employee’s personal reasons, the Company fails to timely complete or transfer the Employee’s social insurance formalities, thereby causing the Company to fail to make its contributions on time and suffer further losses (such as overdue fine or penalty) in addition to repayment of the contributions, the Company reserves the right to claim compensation from the Employee for the additional losses.
Upon the end or termination of this Contract, the formalities shall be dealt with in accordance with the relevant PRC laws and regulations.
VII. Labor Protection and Working Conditions 劳动保护和劳动条件
17.Labor Protection and Working Conditions 劳动保护和劳动条件
The Company shall provide the Employee with appropriate working conditions, facilities/equipment, and labor protection in accordance with PRC laws, as well as the management needs of the Company.
VIII. Internal Company Policies 内部规章制度
18.Formulation of the Internal Company Rules and Policies 规章制度的制定
The Company is entitled to periodically formulate or revise its internal company rules and policies. The Company will notify or publicize the Employee any internal rules and policies so formulated or revised.
19.Disciplinary Actions towards Violation of Internal Company Rules and Policies 违反规章制度的处分
If the Employee breaches the internal company rules and policies, the Company may take disciplinary actions against him/her up until the termination of this Contract according to provisions of this Contract, relevant internal rules and policies and relevant PRC laws.
IX. Confidentiality 保密
20.Confidential Obligation 保密义务
The Employee agrees to execute a confidentiality agreement with the Company. The Employee hereby agrees to abide by the confidentiality obligations, and violation of such obligations will result in disciplinary actions up until the termination of this Contract.
X. Amendment, Termination, End, and Renewal of the Contract
21.Amendment of the Contract 合同的变更
Parties shall properly go through amendment procedures and may amend this Contract if (a) the Company unilaterally decides to amend the Contract to the extent permitted by PRC laws and local regulations; or (b) the Company and the Employee reach an agreement through consultation.
22.Termination Based on Mutual Agreement 协商解除
This Contract may be terminated if the Parties mutually agree to the termination. 经双方协商一致，可以解除本合同。
23.Unilateral Termination by the Company With Immediate Effect 公司单方立即解除
The Company may immediately terminate this Contract without making any severance pay to the Employee by giving notice of termination at any time under any of the following circumstances:
(1)where the Company proves that the Employee has failed to meet the recruitment requirements (please refer to Appendix One) during the probation period;
(2)where the Employee has seriously violated the internal rules and policies of the Company;
(3)where the Employee has committed a serious dereliction of duty or engaged in corrupt practices, causing substantial damage to the interests of the Company;
(4)where the Employee is subject to criminal liabilities or labor education and rehabilitation;
(5)where the Employee has established an additional employment relationship with another business that materially affects the employee’s performance of tasks assigned by the Company, or refuses to rectify the situation after the same is brought to his/her attention by the Company;
(6)where the Employee uses such means as deception, coercion or exploitation of the Company’s difficult situation to cause the Company to sign this Contract, or to make an amendment thereto, that is contrary to the Company’s true intent; or
(7)other circumstance occurs as provided by the PRC laws and regulations.
24.Unilateral Termination by the Company With Prior Notice 公司单方提前通知解除
Under any of the following circumstances, the Company may unilaterally terminate this Contract:
(1)where the Employee suffers from an illness or a non-work-related injury and is unable to take up the original work or any other work assigned by the Company to him/her upon the conclusion of his/her medical treatment leave; 员工患病或非因工负伤，在规定的医疗期满后，不能从事原工作，也不能从事由公司另行安排的工作的；
(2)where the Employee is unable to competently perform the work responsibilities and remains incompetent after undergoing a training or being assigned to another position;
(3)where a material change to the objective circumstances under which this Contract was executed has occurred and rendered this Contract unenforceable, and the Parties have failed to reach an agreement on an amendment to this Contract after consultation; or
(4)other circumstance occurs as provided by the PRC laws and regulations.
However, for termination under any of the above circumstances, the Company will provide thirty (30) days prior written notice or the Employee’s last month salary in lieu of notice to the Employee.
If any of the following circumstances makes it necessary to reduce the workforce by 20 persons or more or by a number of persons that is less than 20 but accounts for 10 percent or more of the total number of the enterprise’s employees, the Company may reduce the workforce after it has explained the circumstances to its trade union or to all of its employees 30 days in advance, has considered the opinions of the trade union or the employees and has subsequently reported the workforce reduction plan to the labour administrative authorities:
(1)the Company is restructuring pursuant to the Enterprise Bankruptcy Law;
(2)the Company experiences serious difficulties in production and/or business operations;
(3)the Company switches production, introduces a major technological innovation or revises its business method, and, after amending of employment contracts, still needs to reduce its workforce; or
(4)there are other major changes in the objective economic circumstances relied upon at the time of conclusion of this Contract, rendering it impossible to perform.
26.Restrictions on the Unilateral Termination by the Company公司单方解除的限制情形
Under any of the following circumstances, the Company may not terminate this Contract pursuant to Article 25:
(1)where the Employee is engaged in operations exposing him to occupational disease hazards and has not undergone a pre-departure occupational health check-up, or is suspected of having contracted an occupational disease and is being diagnosed or under medical observation;
(2)where the Employee has been confirmed by a work capability assessment committee to have lost or partially lost the ability to work due to an occupational disease or a work-related injury sustained with the Company; 在公司患职业病或因工负伤，并经劳动能力鉴定委员会的鉴定，确认丧失或者部分丧失劳动能力的；
(3)where the Employee has contracted an illness or sustained a non-work-related injury and the statutory period of medical care has not expired;
(4)where the Employee is a female employee and is in her pregnancy, confinement, or nursing period;
(5)where the Employee has been working for the Company continuously for no less than 10 years and is less than 5 years away from his/her statutory retirement age; or
(6)other circumstances as stipulated by the laws or administrative statutes.
27.Resignation of the Employee 员工辞职
If the Employee wishes to resign, he/she shall give ninety [ 90 ] days prior written notice.
During the period between the submission of the written resignation notice and the termination of this Contract, the Employee shall continue to work as usual and begin to conduct handover matters, unless the Company requests otherwise.
28.End of the Contract合同的终止
This Contract shall be ended if:
(1)the Contract term expires;
(2)the Employee has reached his/her statutory retirement age;
(3)the Employee dies or is declared dead or missing by a People’s Court;
(5)the Company is declared bankrupt;
(6)the Company has its business license revoked, is ordered to close, is closed down, or the Company decides on early dissolution;
(7)the Company decides on early liquidation; or
(8)other circumstance specified by laws or administrative statutes occur.
The Employee shall carry out the following handover procedures upon the termination or ending of this Contract at the request of the Company, or else the Company will be entitled to seek compensation from the Employee for any economic losses:
(1)the Employee shall describe the work content, ongoing work/project development, and customer relationship to the person designated by the Company;
(2)the Employee shall return to the person designated by the Company all documents, materials, archives, passwords to information systems, keys, entrance certificates, computer software and equipment, credit cards, mobile phones, or any other property that is in the possession, control, or custody of the Employee and belongs to the Company or relates to the business or affairs of the Company;
(3)the Employee shall make all financial settlements with the person appointed by the Company, including but not limited to, repayment of any cash advance, getting outstanding expenses reimbursed, compensating for any economic losses caused by the Employee, or compensating for the liquidated damages the Employee is liable for under a training agreement due to termination; and
(4)the Employee shall make a detailed statement in writing, where requested by the Company, about the above handover procedures.
30.Transfer of Social Insurance and Archives社会保险及档案转移
The Company will issue the termination or end certification to the Employee upon the termination or ending of this Contract, and will transfer his/her personnel archives and social insurance records pursuant to the requirements of PRC laws and regulations. The Employee shall actively assist the Company with the foregoing procedures. If the transfer of the personnel archives and social insurance fails due to the Employee’s personal reasons, the Employee shall be liable for any relevant consequences and responsibilities.
XI. Severance Pay and Compensation经济补偿与赔偿
If the employee is asked to leave and separation occurs not under the Sections (23, 24, 25, 26, 28, 29), severance will be paid according to China labor law.
如公司单方面解除合同(不因23, 24, 25, 26, 28, 29所列情形)，公司按照国家相关规定向员工支付经济补偿金，并在员工办结工作交接时支付。
32.Compensation Responsibility of the Employee’s Breach of this Contract员工违约的赔偿责任
If the Employee breaches the provisions of this Contract, the rules and policies of the Company, or the PRC laws and regulations and thereby has caused economic losses to the Company, the Employee shall compensate the Company for such losses.
XII. Post-Termination Obligations解除或终止后义务
33.Post-termination Confidentiality Obligations解除或终止后的保密义务
After the termination or ending of this Contract, the Employee shall still be subject to the confidentiality obligations and obligations related to intellectual property rights.
After the termination or ending of this Contract, the Employee shall continue to be bound by the non-solicitation obligations set forth in the separate non-solicitation agreement.
35.No Competition 竞业限制
If parties have signed a separate non-compete agreement, then the Employee shall continue to be bound by the non-compete obligations after the termination or ending of this Contract.
XIII. Labor Dispute
36.Labor Dispute Settlement争议解决
Any disputes between the Company and the Employee arising from this Contract shall be handled in accordance with the following labor dispute handling procedures:
The Company and the Employee will try to settle the dispute through friendly consultation. If the parties are unwilling or fail to settle the dispute, either party may apply to the labor dispute conciliation committee for conciliation. Either or both parties may also directly apply to the labor dispute arbitration committee for arbitration.
If either party disagrees with the arbitration ruling and the ruling is not a final ruling under the laws or is revoked according to the laws by a People’s Court with competent jurisdiction, the party may file a proceeding in the People’s Court with competent jurisdiction within fifteen (15) days of receiving the notice of the arbitration ruling or the court decision revoking the arbitration ruling, as applicable.
37.Governing Law 适用法律
The validity, conclusion and performance of this Contract shall be governed by the PRC laws and regulations.
38.Supplementary Agreement 补充协议
If there is any issue not covered in this Contract, the Parties may agree on and conclude it in supplementary agreements.
If any article of this Contract is regarded as illegal, invalid or unenforceable, the validity, effectiveness, and enforceability of other articles shall not be affected.
40.Waiver of the Rights权利的放弃
A delay or failure to exercise a right under this Contract by either Party will not constitute a waiver of that right.
41.Timely Notification of Information Change信息变更的及时通知
The Employee’s address stipulated at the top of this Contract shall be treated as the post address of the Employee.
The Employee shall notify the Company in writing within 5 working days of any change to personal information such as his/her ID/passport number, residing address, post address, household registration location, spousal status, or child status. Otherwise, any communication sent to the post address most recently provided to the Company by the Employee shall be deemed properly delivered to the Employee.
42.Execution of the Contract合同的签署
This Contract shall take effect when the Employee signs the Contract and the Company places its seal on the Contract.
43.Language of the Contract合同的语言
This Contract shall be written in both Chinese and English. Both language versions shall be equally authentic. In the event of any inconsistency between the two versions, the Chinese version shall prevail.
This Contract is executed in two originals and each party will have one original.
The Employee has read each provision of this Contract, and accepts and agrees to the terms and conditions of employment set out in this Contract (including all Appendixes). The Employee confirms that he/she is not presently a party to any agreements, employment contracts or other arrangements that will restrict his/her ability to fulfill the responsibilities of the job position on behalf of the Company.
Party A Company Chop 甲方公司公章
|Party B Signature乙方签字|
|BeiGene (Beijing) Co., Ltd.||/s/ Lai Wang|
May 9, 2014
APPENDIX ONE: 附件一
CONFIDENTIALITY, INTELLECTUAL PROPERTY RIGHT, NON-SOLICITATION & NON-COMPETITION AGREEMENT
This Confidentiality, Intellectual Property Right, Non-Solicitation & Non-Competition Agreement (“Agreement”) is between:
|Party A:||[||BeiGene (Beijing) Co., Ltd||] (the “Company”)|
|Legal Representative 法定代表人:||[||Mr. JOHN V. OYLER||]|
|Registered Address 注册地址:||[|
|Postal Code 邮政编码:||[|
|Party B:||[||Lai Wang||] (the “Employee”)|
|Passport No. 护照号码:||[||]|
|Mailing Address 通讯地址:||[||]|
|Postal Code 邮政编码:||[||]|
|Phone Number 电话号码:||[||]|
Given the Employee’s position, and in accordance with the PRC Employment Contract Law, the PRC Labor Law and other relevant laws and regulations, the Parties, based on free will, equality and agreement through negotiation, hereby agree as follows:
I. Confidentiality 保密
The position of the Employee is [Head of Discovery Biomarkers and In vivo Pharmacology], and such position is of the nature of core business and/or senior management for the Company
and has access to large amount of the Company’s commercial secrets and confidential information.
员工在公司担任[ ] 职务，该职位系公司核心业务和/或高级管理职位，能够接触到公司大量的商业秘密与保密信息。
The commercial secrets and confidential information of the Company are important intangible property of the Company, the Employee understands and acknowledges that, he/she may access and acquire the Confidential Information (defined below) of the Company while working for the Company.
The Employee understands and acknowledges that it will materially damage the Company’s economic interests or hurt the Company in business competition if the Employee directly or indirectly discloses to a third party (especially the present or potential competitor of the Company) any Confidential Information.
1. Confidential Information 保密信息
Confidential Information refers to all information obtained by the Employee in the course of his/her employment with the Company that belongs or is available to the Company and/or its affiliates except for information generally available to the public. Confidential Information includes any information regarding the business and affairs of the Company or any of its affiliates, including, but is not limited to:
(1)discoveries, inventions, products, product improvements, processes, methods, techniques, formulas, compositions, compounds, research projects, etc.;
(2)business strategies and methods, marketing or promotional policies or activities, business development plans, client information, financial information, all forms of research data, personnel data, and management methods;
(3)any information that the customers and/or business partners of the Company or any of its affiliates consider confidential and in respect of which the Company or any of its affiliates may be subject to confidentiality or non-disclosure obligations; and
(4)all other information of any nature which may be disclosed or made known to the Employee at any time during the course of his/her employment with the Company.
For the purpose of this Section, Confidential Information will not be deemed to be generally available to the public only because it is known to a few people to whom it might be of commercial interest or because it is contained in broad or generic disclosures to the public. And a combination/organization of two or more pieces of Confidential Information shall not be deemed generally available to the public only because the pieces are individually available to the public.
2. Confidentiality Obligation 保密义务
The Employee is obligated to safeguard Confidential Information. The Employee undertakes to safeguard Confidential Information and, in particular, undertakes the following:
(1)The Employee shall use Confidential Information only for the purposes of fulfilling his/her work duties assigned by the Company;
(2)Except for the purpose of fulfilling his/her work duties, the Employee shall not disclose Confidential Information to any third party without prior written consent of the Company, unless it is required by PRC laws and regulations;
(3)Except for the purpose of fulfilling his/her work duties, the Employee shall not use or permit any third party to use Confidential Information without prior written consent of the Company;
(4)Except for the purpose of fulfilling his/her work duties, the Employee shall not duplicate, remake, copy, or distribute Confidential Information without prior written consent of the Company; and
(5)The Employee shall inform his/her current and subsequent employers of his/her continuous obligations regarding Confidential Information.
3. Protection of Confidential Information 保密信息的保护
Upon the termination or end of his/her employment with the Company, or at any time as requested by the Company, the Employee shall return to the Company or the relevant affiliate and shall not keep in his/her possession, reproduce or deliver to anyone else, any and all computers, discs, CDs, electric storage devices, software, photographic records, video and sound records, documents, papers, books, materials, archives, receipts, vehicles, credit cards, correspondence, manuals, records, and/or other property and documents that belong to the Company or its affiliates, as well as any and all copies thereof which are under his or her possession and/or control. The Employee hereby agrees that if he/she has stored any Confidential Information in his/her own personal property (such as a personal computer, electric storage device, etc.), he/she shall provide the Company with a copy of such Confidential Information and then permanently delete Confidential Information from the Employee’s personal property. If the copying or the deletion as discussed in this Section is not feasible for any reason, upon the request of the Company, the Employee will transfer the ownership of such personal property to the Company, and the Company shall compensate the Employee in an amount equal to the actual value of the property. Upon the termination or ending of the Employee’s employment with the Company or at any time during such employment as requested by the Company, the Employee shall sign and deliver to the Company a written certification confirming his/her compliance with the obligations under this Section.
4. Continuance of Confidentiality Obligation 保密义务的存续
The Employee acknowledges that his/her confidentiality obligations under Article 1, Article 2 and Article 3 of the Agreement shall apply during the term of the Employment Contract or Internship Contract and shall continue after the Employment Contract or Internship Contract has been terminated/ended (for any reason whatsoever) until such information has become public knowledge. If the Employee breaches his/her confidentiality obligations, he/she shall compensate the Company for the losses the Company suffers from his/her violation. The Employee’s confidentiality obligations shall continue to notwithstanding his/her payment of any damages to the Company.
5. Liabilities for Breach of Confidentiality Obligation 违反保密义务的责任
If the Employee breaches any confidentiality obligation, the Employee shall be liable as what follows:
(1) Pay the Company the liquidated damages in the amount equal to six months’ salaries (including any bonus) prior to the breach of the Agreement or ending/termination of the employment, whichever is early. Where the Employee has worked for the Company for less than 6 months, it shall be calculated as six times of the monthly average salary actually obtained by the Employee. If the losses, as a result of violating any provision of this Agreement by the Employee, are more than the liquidated damages, the Employee shall pay the difference between the actual losses and the liquidated damages (including but not limited to, for the purpose of performing this clause, the reasonable fees paid by the Company, such as judicial authentication fees and attorney fees). Where the Employee has paid the liquidated damages in accordance with this clause or has compensated the Company for the losses, the Employee shall continue to undertake the confidentiality obligations under this Agreement.
(2) Where the Company’s Confidential Information is publicized due to the Employee’s breaches of the Agreement, the Employee shall compensate the Company the total
value of such Confidential Information. The total value of such Confidential Information shall be appraised by an intangible property appraisal authority certified by the State.
II. Intellectual Property Rights 知识产权权益
6. Assignment of Inventions 发明权的归属
The Employee shall promptly and fully disclose to the Company and acknowledge that all right, title, and interest in and to any and all inventions, discoveries, designs, developments, improvements, copyrightable material, trade secrets, and related Intellectual Property Rights (collectively herein referred to as “Inventions”) that the Employee may solely or jointly conceive, develop, author, reduce to practice or otherwise produce during the term of this Agreement or the Employee’s employment with the Company, shall be owned by the Company and are hereby assigned exclusively to the Company.
The Employee waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent application, patent, or other intellectual property right relating to any Inventions so assigned to the Company.
The Employee owns any Inventions about which the Employee can prove all of the following:
(1)It was developed entirely on the Employee’s own time;
(2)None of the Company’s equipment, supplies, facilities, services, or trade secret information were used in its development;
(3)It does not relate (1) directly to the Company’s business or (2) to the actual or demonstrably anticipated business, research or development of the Company; and
(4)It does not result from any work performed by the Employee for the Company.
7. Excluded and Licensed Inventions 被排除和被许可的发明
The Employee has attached a list (Appendix One) describing all Inventions belonging to the Employee or made by the Employee prior to the commencement of the Employee’s employment with the Company, which the Employee wishes to have excluded from this Agreement. If no such list is attached to the Agreement, the Employee is deemed to represent that there are no such excluded Inventions.
As to any Inventions in which the Employee has interests at any time prior to or during the term of this Agreement or the employment with the Company, if the Employee uses or incorporates such an Invention in any released or unreleased product, service, program, process, machine, development or work in progress of the Company, or if the Employee permits the Company or any related entity to use or incorporate such an Invention, the Company is hereby granted and shall have an exclusive royalty-free, irrevocable, world-wide license to exercise any and all rights with respect to such Invention, including the right to protect, make, have made, use, and sell that Invention without restriction as to the extent of the Employee’s ownership or interest.
8. Applications for Copyrights & Patents 版权和专利权申请
At any time during the term of this Agreement or the employment with the Company and thereafter, the Employee shall execute any proper oath or verify any proper document in connection with carrying out the terms of this Agreement.
If because of the Employee’s incapacity, or for any other reason, the Company is unable to secure the Employee’s signature to apply for or pursue any application for or registration of any PRC, U.S., or foreign patent or copyright covering Inventions owned by the Company as stated above, the Employee hereby irrevocably appoints the Company and its duly authorized officers and agents as the Employee’s agent and attorney in fact, to act in the Employee’s stead to execute and file any such applications and to do all other lawful acts to further the prosecution, issuance, maintenance or enforcement of PRC, U.S. and foreign patent applications, patents and copyrights thereon with the same legal force and effect as if executed by the Employee.
In furtherance of this Agreement, the Employee shall testify at the Company’s request and expense in any legal proceeding arising during or after the term of this Agreement.
III. Non-Solicitation 禁止招揽
9. Non-solicitation Obligation 禁止招揽义务
During the employment relationship between the Company and the Employee and within [ 12 ] months following the termination or ending of the employment relationship, the Employee shall not:
在双方的劳动关系存续期间以及劳动关系解除后的[ 12 ]个月内，员工不得：
(1) Directly or indirectly, induce or try to induce any other employee of the Company to terminate or end his/her employment with the Company, or directly or indirectly recruit or hire any other employee of the Company, or encourage or participate in such recruitment or hiring. “Any other employee of the Company” referred to in this provision includes any person who has established employment with the Company, or a third party which has established a service relationship with the Company or is negotiating with the Company with respect to the establishment of a service relationship; or
(2) Solicit any client of the Company for business not to be conducted with the Company. “Any client of the Company” referred to in this provision includes any third party that has established cooperation with the Company or is negotiating with the Company with respect to the establishment of cooperation.
10. Liabilities for Breach of Non-Solicitation Obligation 违反禁止招揽义务的责任
In the event that the Employee breaches his/her Non-Solicitation Obligation, the Company
(1) may terminate the Employee’s employment relationship with the Company for the reason that the Employee has committed gross misconduct and the Company shall not be held liable to the Employee for the termination; and
(2) has the right to require the Employee to immediately stop violating his/her Non-Solicitation Obligation and reserves the right to seek further compensation for the losses caused by such breach.
In addition, if the Employee violates the Non-Solicitation Obligation, the Employee shall provide a compensation to the Company, which includes: (1) all monetary benefits the Employee receives as a result of the breach; (2) losses caused to the Company’s operation and business; (3) the Company’s reasonable expenses in investigating the Employee’s breach, including, but not limited to, travel and transportation expenses, translation fees, attorneys fees, notarization fees, judicial certification fees, and expenses for retaining third parties to conduct relevant investigations, etc.; and (4) damages to the Company’s intangible properties such as business reputation.
The rights and remedies of the Company pursuant to this clause are cumulative, in addition to, and shall not be deemed to exclude, any other right or remedy which the Company may have pursuant to this Agreement or the fullest extent of PRC law.
IV. Non-Competition 竞业限制
11. Non-Competition Obligation 竞业限制义务
During the Employee’s employment with the Company and within [ 24 ] months after the termination or ending (for whatever reasons) of his/her employment with the Company, in China or any country or place where the Company carries on business, the Employee shall not, directly or indirectly, establish, carry on, participate in, work for, provide support for, or advise, any entities or individuals that directly or indirectly compete with the Company or its affiliates, whether as a shareholder, director, executive, partner, agent, employee or otherwise, or carry on any activity in compete with the business carried on by the Company or its affiliates (“Non-Competition Obligation”). The employee acknowledges that he/she will not work on any targets, proprietary methods/techniques, research projects he/she has worked on during the stay at BeiGene for 24 months after departure.
在受雇于公司期间以及用工关系解除或终止（无论何种解除或终止事由）的[ 24 ]个月内，在中国境内或任何公司开展业务的国家或地区，员工不得直接地或间接地设立、经营、参与任何与公司及其关联公司有直接或间接竞争关系的的组织，不得直接地或间接地为该等组织服务、提供支持或提供任何建议，担任该等组织的股东、董事、执行官、合伙人、代理人、雇员或任何其他职位，亦不得直接地或间接地从事任何与公司或其任何关联公司业务相竞争的业务（”竞业限制义务”）。员工同意在离职后的24个月之内不从事任何在公司期间参与过的与靶标、受保护的研究方法与技术以及研究项目相关的工作与研究。
12. Non-Competition Compensation 竞业限制补偿金
During the said post-termination non-competition period, the Company agrees to provide to the Employee non-competition compensation to be deposited into the Employee’s salary account. The compensation will be made in equal monthly installment, equivalent to [ 60 ] % of the Employee’s monthly salary at the end of his/her employment relationship with the Company (subject to applicable PRC Individual Income Tax deduction).
公司同意，在用工关系结束后的竞业限制期限内，向员工提供竞业限制补偿金，存入员工的工资账户。补偿金将按月支付，每月金额等同于员工离职前月工资的[ 60 ]%（公司将代扣代缴中国个人所得税）。
13. Waiver of Non-competition Obligation 竞业限制义务的免除
Within the period of the Employee’s employment with the Company, the Company may exempt the Employee from the non-competition obligation at any time by giving a written notification to the Employee; after the Employee leaves the Company, the
Company may exempt the Employee from the non-competition obligation by giving a 30-day prior written notification to the Employee. After the Company exempts the Employee from the non-competition obligation, the Company shall accordingly be exempted from the obligation to pay to the Employee any compensation for non-competition obligation.
14. Notification to Third Party 向第三方告知
After the Employee leaves the Company, the Employee shall, upon the Company’s request, notify the Company of the name and address of his/her new employer with whom he/she has an employment contract or service relationship. If the Company deems it necessary, the Company may notify the Employee’s new employer of all the obligations under this Agreement binding the Employee.
15. Liabilities for Breach of Non-Competition Obligation 违反竞业限制义务的责任
For avoidance of any doubt, breach includes, but is not limited to, working for any competing organization, doing business (directly or indirectly) in competing business, failure to report to the Company the Employee’s post-termination employment status, etc.
In the event that the Employee breaches his/her Non-Competition Obligation, he/she shall pay the Company liquidated damages in the amount of 200% of the non-compete compensation the Employee has received from the Company. In addition, the Company has the right to require the Employee to immediately stop violating his/her Non-Competition Obligation and reserves the right to seek further compensation for the losses caused by such breach.
In addition, if the Employee violates the Non-Competition Obligation, the Employee shall provide a compensation to the Company, which includes: (1) all monetary benefits the Employee receives as a result of the breach; (2) losses caused to the Company’s operation and business; (3) the Company’s reasonable expenses in investigating the Employee’s breach, including, but not limited to, travel and transportation expenses,
translation fees, attorneys fees, notarization fees, judicial certification fees, and expenses for retaining third parties to conduct relevant investigations, etc.; and (4) damages to the Company’s intangible properties such as business reputation.
The rights and remedies of the Company pursuant to this clause are cumulative, in addition to, and shall not be deemed to exclude, any other right or remedy which the Company may have pursuant to this Agreement or the fullest extent of PRC law.
16. Release of Non-Competition Obligation in Certain Circumstances 竞业限制义务的免除和存续情形
The Parties agree that if the Company does not provide compensation as stipulated under this Agreement within three consecutive months after the termination or ending of the employment relationship, the Employee can be automatically released from his/her Non-Competition Obligation.
However, if the Employee could have received the non-competition compensation provided by the Company but for the Employee’s own intentional or unintentional action or inaction, the Company is deemed to have fulfilled its obligation under the Non-Competition clauses of this Agreement and the Employee’s Non-Competition Obligation is not waived.
V. Miscellaneous 其他
17. Governing Law 管辖法律
The Parties agree that this Agreement shall be governed by the PRC laws and regulations. For any disputes arising out this Agreement, such disputes shall be resolved under the PRC laws and regulations.
18. Remedies 法律救济
If a Party to this Agreement breaches this Agreement, or fails to perform the obligations under this Agreement, to the extent permitted by PRC Laws，the other Party that abides by the Agreement has the right to enforce performance of this Agreement and to seek any other proper remedies (including monetary compensation, if applicable). 若一方违反本协议，或未能履行其在本协议项下的任何义务，在中国法律允许的范围内，守约的一方有权请求强制履行、以及寻求其他任何适当的救济（包括金钱赔偿，如适用）。
19. Amendment of the Agreement 本协议的修改
Any amendment to the terms of this Agreement shall be executed in writing by mutual agreement.
20. Supplementary Agreement 补充协议
For any matters not covered by this Agreement, the Parties may agree in writing by supplementary agreements. Supplementary agreements shall be incorporated into this Agreement.
21. Severability 部分条款的效力
If any provisions of this Agreement are regarded as illegal, invalid or unenforceable, the validity, effectiveness and enforceability of the remainder of this Agreement shall not be affected.
22. Notice 通知
All notices and correspondence under this Agreement shall be in writing.
The Employee confirms that the Employee’s mailing address listed at the beginning of the Agreement is current. If the Employee’s mailing address changes, the Employee shall, within five days, notify the Company in writing. If the Employee, in violation of this provision, fails to provide updated mailing address to the Company, the Company’s
mail delivery and correspondence to the Employee’s most recently updated mailing address in the Company’s record shall be deemed valid and effective.
The Employee’s notice or mail to the Company under this Agreement shall be delivered to the Company’s Human Resource department or other addresses designated by the Company in writing.
23. Waiver of the Rights 权利的放弃
A delay or failure to exercise a right under this Agreement by either Party does not constitute a waiver of that right.
24. Execution of the Agreement 协议的签署
This Agreement shall take effect when the Employee signs, and the Company stamps its seal on the Agreement.
25. Language of the Agreement 协议的语言
This Agreement is executed in both English and Chinese. In the event of any discrepancy between the English and Chinese versions, the Chinese text shall govern and prevail.
26. Copies 协议的份数
This Agreement shall be executed in two counterparts; each Party shall hold one original.
|The Company Stamp 公司公章||Employee Signature 员工签字|
BeiGene (Beijing) Co., Ltd.
|/s/ Lai Wang|
May 9, 2014
List of the Employee’s Excluded Inventions for the Purpose of Article 7 of this Agreement
|Title/Name 名称||Date 日期||Identifying Number/Description 标识号码/描述|
APPENDIX TWO - JOB DUTIES AND RECRUITMENT REQUIREMENT