Thousand Oaks biopharmaceutical company Amgen will develop experimental drug compounds to treat autoimmune diseases currently in the works by Predix Pharmaceuticals Inc. Predix, based in Massachusetts, and Amgen will collaborate to develop existing Predix preclinical compounds. Amgen will be then be charged with clinical development and commercialization of the potential products. In exchange, Amgen will pay Predix $20 million upfront, plus as much as $287.5 million as the product moves through the approval process. Predix will also receive some royalties.

A shopping center on Ventura Boulevard was sold to an investor for $19.7 million. Woodland Hills Village, a 70,721-square-foot center located near the intersection of DeSoto Avenue, was on the market for less than 30 days, according to Donald MacLellan, managing director of the investment advisory group at Faris Lee Investments, who represented the buyer and seller along with Lee’s Richard Walter. The center, built in 1971, is fully occupied, mostly with local retail, restaurant and service providers. The seller was SCI Real Estate Investments.

Online marketing company ValueClick, Inc. beat expectations for its second quarter with revenues of $130 million, the company announced Tuesday. The Westlake Village company had a net income of $14.4 million, or $0.14 per diluted share for the quarter that ended June 30. That is an increase over the net income of $6.8 million, or $0.08 per diluted share, for the second quarter in 2005. The revenues were a substantial increase over the $54.4 million reported for the same quarter in 2005. The revenue figure was $10 million above the company’s guidance range of $118 to $120 million for the second quarter. “ValueClick’s scale and leadership in key performance-based online marketing services generated another successful quarter of growth and profitability,” Chairman and Chief Executive Officer James Zarley said. Second quarter results include a full quarter of operation from E-Babylon and Webclients, both acquired in June 2005; and Fastclick, acquired in September 2005. For the third quarter ending September 30, the company forecasts revenues of $133 to $135 million.

The Fernando Award, a Valley institution honoring volunteerism, has chosen 14 nominees for recognition. The 14 nominees will be honored at a luncheon at the Hilton Woodland Hills on Aug. 17. The nominees are: The honorable Armand Arabian, Jill Banks Barad, Dallas O. Boardman, Gerald E. Curry, Sondra M. Frohlich, Dorothea Heitz, William E. Huling, Dorothy Jean Juack, Harry Nakada, Edward Rose, Jess Ruf, Kathleen Sterling, Pauline Tallent and Joe Vitti. Five finalists will be announced at the luncheon, and the winner of the Fernando Award will be honored in February.

Santa Clarita has added new red light cameras at three intersections. The new cameras went into effect Aug. 1 at McBean Parkway and Valencia Boulevard; Bouquet Canyon and Newhall Ranch roads; and Sierra Highway and Soledad Canyon Road. The cameras are posted high above the intersections and relay images to the police department. For the month of August, violators caught by the camera will be issued a warning in the mail. Starting Aug. 31, citations will be mailed. Cameras have been in place at five Santa Clarita intersections since 2002 and have resulted in an 80 percent reduction in collisions during the first year in operation, according to the city traffic division

Woodland Hills Neighborhood Council Governance Committee Pacific Lodge Boys Home 4900 Serrania Ave. Conference Room 6:30 p.m. (818) 347-4737 Free

The Studio City-based Motion Picture Industry Health Plan has picked Blue Shield of California as its self-funded health plan. The organization will offer non-HMO participants coverage through Blue Shield’s Shared Advantage product, replacing the Blue Cross PPO network currently offered. It will cover 95,000 indemnity plan participants, including musicians, directors, cinematographers and set painters. The plan is effective Aug. 1.

Calling the retail environment “challenging,” Guitar Center Inc. reported net income increased 4 percent to $13.4 million or $0.47 per diluted share on revenues of $458 million for the second quarter ended June 30. That compares with earnings of $12.9 million or $0.46 per share on revenues of $402.3 million for the second quarter of 2005. The Westlake Village-based music products retailer said same store sales increased 5.1 percent for the second quarter in its Guitar Center division. “We achieved a 5.1 percent comparable store sales increase in our Guitar Center division despite experiencing a more challenging retail environment throughout the quarter,” said Erick Mason, Guitar Center’s CFO. The company said it expected its net income for the third quarter to be in the range of $0.40 to $0.46 per share, somewhat lower than original guidance issued in February because it includes stock option expenses in the range of $0.02 to $0.03 per share. Guitar Center said its third quarter revenues are expected to be at the low end of the $489 million to $501 million range the company provided in February.

Wells Fargo & Co. said today that it plans to outsource some of its technology operations to India because of a shortage of tech workers in the U.S. The bank plans to open a technology resource facility in Hyderabad India later this year for software development and other technology functions. The facility could employ up to 300 workers by the end of the year, the company said. Wells officials said the move is not driven by cost savings and will have no effect on its U.S. employment population. “This is simply about supply and demand ” said Victor Nichols, head of the bank’s technology information group. “Computer science graduates in the United States have decreased by about a third in the last four years, and during that time India has produced an abundant supply of technology and operations talent with over a half million technology and engineering graduates annually.”

By Ira Rosenblatt Guest Columnist Question: We customarily require executives in our company to buy a small amount of stock in our company. They are also asked to sign a buy-sell agreement which contains a covenant not to compete, among other provisions. When they leave, the buy-sell provision is triggered, and we buy back their stock in exchange for them agreeing not to compete. I have heard conflicting feedback regarding this approach. Does this practice produce an enforceable covenant not to compete? Answer: The short answer to your question is “no.” As its name suggests, non-compete agreements are designed to restrain individuals from engaging in their chosen lawful business, trade, or profession. As such, subject to very limited exceptions, such covenants are void under California law. The recognized statutory exception your policy presumably seeks to trigger is found in California Business & Professions Code Section 16601. That statute allows those shareholders who sell all of their ownership interests and good will in a company to agree not to compete with the buyer, subject to reasonable geographical and term limits. This exception grows out of a public policy described by one court as follows: ” it would be ‘unfair’ for the seller to engage in competition which diminishes the value of the asset (he or she) sold ” Monogram Industries, Inc.v. Sar Industries, Inc., (1976) 64 Cal.App. 3d. Based on the information in your question, however, it appears your policy does not fit within the Section 16601 limited statutory exception. First, the exception only applies to shareholders who own and sell a “substantial interest” in the company. What constitutes a “substantial interest” will vary from one company to the other, but it is critical that any sale constitutes a transfer of the company’s good will. Many published California cases find that non-compete provisions emanating from arrangements like yours are void. Often, courts note that the seller (here, your ex-employee) held an insignificant (as opposed to “substantial”) interest in the company. Or, perhaps, the selling shareholder really never owned any good will (as perhaps is the case with your arrangement as well, although it is not possible to know based on the limited information in your questions). Other courts label these arrangements “shams,” holding that employers cannot avoid anti-competitive laws by forcing their employees to buy insignificant amounts of stock which they must then resell upon termination. My suggestion is to either revise your policy to ensure that these employees are purchasing and selling substantial interests in your company and its good will (and that the sales price is reflective of that value), or discontinue the policy and search for ways to keep your employees from leaving in the first instance. Q: Our board of directors is considering making the vice president title available to more of our company’s key executives. We think it will have a positive impact on morale and will give them more credibility in their dealings. Are there any issues of which we should be mindful? A: I would caution you to evaluate the additional liability these vice presidents may create for the company. Unless a company’s bylaws or articles state otherwise, corporate officers serve at the pleasure of the board. When officers deal with third parties, the law states they act as agents for their company. As agents, officers can bind the company to commitments so long as the agent is acting (or perceived to be acting) within their scope of authority conferred by the board. Authority can be either actual or apparent. Actual authority is authority conferred, either expressly or impliedly, by a company’s bylaws, articles, or by action of the board. Apparent authority is that authority the company allows third parties to reasonably believe one possesses, even if they do not. My suggestion is that you and your fellow board members clearly define the authority you choose to confer on these “vice presidents” and that you do not hold these vice presidents out to the public (or more likely allow them to hold themselves out to the public) as having any more authority than that which the board conferred, lest you risk having them bind your company to unanticipated obligations. I would also ensure that you include them in your mandatory management sexual harassment training, assuming they are not already. Q: My bank requires that two corporate officers sign all loan documents. When I asked why, they explained that two officer signatures are required to bind a corporation. I had never heard that. Is that the case? A: No. Any one officer with either actual or apparent authority is capable of legally contracting on behalf of a corporation. Your bank’s policy is grounded in California Corporations Code Section 313. Under that section, so long as any note, mortgage, contract, and the like, is executed by the chairman of the board, the president or any vice president (sometimes referred to as the “operational” category), on the one hand, and the secretary, any assistant secretary, the chief financial officer or any assistant treasurer (sometimes referred to as the “financial” category), on the other hand, the corporation is precluded from later claiming that the individual(s) signing the document lacked the authority to execute the same. Where one individual holding two of the specified offices (one in each of the “operational” and “financial” categories) executes an instrument, Section 313 applies even though only one of his/her titles is reflected therein. See Snukal v. Flightways Mfg, Inc (2000) 23 Cal 4th, 754. The “purpose of this provision is to allow third parties to rely upon the assertive authority of various senior executive officers of the corporation concerning the execution of any instrument on behalf of the corporation.” See Legislative Committee Comments. Although two signatories are not required to contractually bind a corporation, if two officers as proscribed by Section 313 do execute a document, the other party can rest easier knowing that the law will preclude the corporation from later contending that the signing parties lacked authority to bind the corporation. Q: Is there any down side to purchasing EPL insurance? A: For the benefit of other readers, “EPL” is an acronym for Employers Practice Liability insurance. EPL insurance is designed to cover employment related claims (e.g., wrongful termination, retaliation, discrimination, harassment) not typically covered by other insurance policies. EPL policies have grown in popularity as employment-based claims continue to be in vogue among the plaintiff’s bar. The pros of such coverage are obvious. Since your question regards cons, consider the following. You yield control of the litigation to the insurance company and its counsel of choice. For example, your insurance carrier will not be as concerned as you regarding the negative precedent a settlement may or may not have on other employees. Moreover, many EPL policies have a quasi-consent clause which may leave the employer responsible for any and all losses sustained over and beyond any recommended settlement that you reject (e.g., if plaintiff’s counsel demands $25,000 and your insurance company asks for you to approve it, if you do not, your policy form might make you responsible for any verdict/settlement later realized over that amount); EPL policies also require employer cooperation, which might be an issue if plaintiff’s settlement demand asks for reinstatement if you are not open to that request.