Common use of Covenants Not to Solicit and Not to Compete Clause in Contracts

Covenants Not to Solicit and Not to Compete. (a) For a period beginning on the Effective Date and ending on the longer of (i) twelve (12) months following the date upon which Executive's employment with the Company terminates, or (ii) the end of the Severance Period, the Executive, directly or indirectly, whether as owner, sole proprietor, partner, shareholder, director, member, consultant, agent, or founder otherwise, shall: (i) not engage, participate or invest in any business activity anywhere in the world which develops, manufactures or markets products or performs services which are competitive with the products or services of the Company at the time of the Executive's termination, or products or services which the Company has under development or for which are the subject of active planning at the time of the Executive's termination; provided, however, that the Executive, may own as a passive investor, publicly-traded securities of any corporation which competes with the business of the Company so long as such securities do not, in the aggregate, constitute more than 3% of any class of outstanding securities of such corporations; (ii) refrain from hiring or attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Company or its resellers or distributors and (iii) refrain from directly or indirectly soliciting competitive business from any of the Company's customers and users, resellers or distributors on behalf of any business which competes the Company. (b) The Executive understands that the restrictions set forth in this Section 7 are intended to protect the Company's interest in its "proprietary information" (as herein defined) and establish customer relationships in good will, and agrees that such restrictions are reasonable and appropriate for this purpose. (c) The Executive agrees that it would be difficult to measure any damages caused by the Company which might result from any breach by the Executive of the promises set forth in this Section 7, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of this Section 7, the Company shall be entitled, in addition all other remedies that it may have, to injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company. In addition, if Executive breaches the promises set forth in this Section 7, upon or after a termination of employment pursuant to Section 3(a), the Company shall (i) cease all payments pursuant to Section 3(a), (ii) terminate all benefits pursuant to Section 3(b) and (iii) all unvested stock grants shall terminate and Executive will return all non-vested shares in his procession to the Company.

Covenants Not to Solicit and Not to Compete. (a) For a period beginning on the Effective Date and ending on the longer of (i) twelve (12) months following the date upon which Executive's employment with the Company terminates, or (ii) the end of the Severance Period, the Executive, directly or indirectly, whether as owner, sole proprietor, partner, shareholder, director, member, consultant, agent, founder, co-venturer or founder otherwise, shall: (i) not engage, participate or invest in any business activity anywhere in the world which develops, manufactures or markets products or performs services which are competitive with the products or services of the Company at the time of the Executive's termination, or products or services which the Company has under development or for which are the subject of active planning at the time of the Executive's termination; provided, however, that the Executive, may own as a passive investor, publicly-traded securities of any corporation which competes with the business of the Company so long as such securities do not, in the aggregate, constitute more than 3% of any class of outstanding securities of such corporations; (ii) refrain from hiring or attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Company or its resellers or distributors and (iii) refrain from directly or indirectly soliciting competitive business from any of the Company's customers and users, resellers or distributors on behalf of any business which competes the Company. (b) The Executive understands that the restrictions set forth in this Section 7 are intended to protect the Company's interest in its "proprietary information" (as herein defined) and establish customer relationships in good will, and agrees that such restrictions are reasonable and appropriate for this purpose. (c) The Executive agrees that it would be difficult to measure any damages caused by the Company which might result from any breach by the Executive of the promises set forth in this Section 7, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of this Section 7, the Company shall be entitled, in addition all other remedies that it may have, to injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company. In addition, if Executive breaches the promises set forth in this Section 7, upon or after a termination of employment pursuant to Section 3(a), the Company shall (i) cease all payments pursuant to Section 3(a), (ii) terminate all benefits pursuant to Section 3(b) and (iii) all unvested stock grants outstanding options shall terminate and Executive will return all non-vested shares in his procession to the Companyterminate.

Covenants Not to Solicit and Not to Compete. (a) For a period beginning on the Effective Date and ending on the longer of (i) To protect the Confidential Information and other trade secrets of the Company as well as the goodwill and competitive business of the Company, Executive agrees, during the Term of the Agreement and for a period of two (2) years after Executive’s cessation of employment with the Company (the “Restricted Period”), not to solicit or participate in or assist in any way in the solicitation of any employees of the Company or its subsidiaries. For purposes of this covenant, “solicit” or “solicitation” means directly or indirectly influencing or attempting to influence employees of the Company to cease employment with the Company (except in the course of Executive’s duties to the Company) or to become employed with any other person, partnership, firm, corporation or other entity. Executive agrees that the covenants contained in this Section 11(a) are reasonable and desirable to protect the Confidential Information of the Company, provided, that solicitation through general advertising not targeted at the Company’s employees or the provision of references shall not constitute a breach of such obligations. (ii) To protect the Confidential Information and other trade secrets of the Company as well as the goodwill and competitive business of the Company, Executive agrees, during the Term of the Agreement and for the Restricted Period, that Executive will not, except in the course of Executive’s employment hereunder, directly or indirectly manage, operate, control, or participate in the management, operation, or control of, be employed by, associated with, or in any manner connected with, lend Executive’s name to, or render services or advice to, any third party, or any business, whose products compete (including as described below) with the material products (both on market and in clinical development) of the Company as of the date of the cessation of Executive’s employment with the Company (disregarding any non-pain management products that were not products promoted by the Company or its subsidiaries during the twelve (12) months following month period ending on the date upon which of the cessation of Executive's ’s employment with the Company terminates, or (ii) the end of the Severance Period, the Executive, directly or indirectly, whether as owner, sole proprietor, partner, shareholder, director, member, consultant, agent, or founder otherwise, shall: (i) not engage, participate or invest in any business activity anywhere in the world which develops, manufactures or markets products or performs services which are competitive with the products or services of the Company at the time of the Executive's termination, or products or services which the Company has under development or for which are the subject of active planning at the time of the Executive's terminationCompany); provided, however, that the ExecutiveExecutive may in any event (w) own up to a 5% passive ownership interest in any public or private entity, may own as a passive investor(x) be employed by, publicly-traded securities of or otherwise have material association with, any corporation which competes business whose products compete with the business material products of the Company so long as his employment or association is with a separately managed and operated division or affiliate of such securities do notbusiness that does not compete with the Company, in and (y) serve on the aggregate, constitute more than 3% board of any class business whose products compete with the Company as an immaterial part of outstanding securities its overall business, provided that he recuses himself fully and completely from all matters relating to such products. (iii) For purposes of such corporations; (iithis Section 11(a), any third party, or any business, whose products compete includes any entity with which the Company has a product(s) refrain from hiring or attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave licensing agreement at the date of the cessation of Executive’s employment with the Company or its resellers or distributors and any entity with which the Company is, as of the date of the cessation of Executive’s employment with the Company, to the knowledge of Executive (iii) refrain from directly or indirectly soliciting competitive business from any as reflected by the deliberations of the Company's customers ’s senior leadership team), negotiating, and userseventually concludes within twelve (12) months of the Term of the Agreement, resellers a product licensing or distributors on behalf of any business which competes the Companyacquisition agreement. (biv) The Executive understands that the restrictions set forth in this Subject to Executive’s continued compliance with Section 7 are intended to protect the Company's interest in its "proprietary information" (as herein defined11(a) and establish customer relationships in good willhereof, and agrees that such restrictions are reasonable and appropriate for this purpose. (c) The Executive agrees that it would be difficult to measure any damages caused by the Company which might result from any breach by the Executive of the promises set forth in this Section 7, and that in any event money damages would be an inadequate remedy if Executive’s employment terminates for any such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of this Section 7reason, the Company shall be entitledpay to Executive, in addition all other remedies that it may have, to injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the other amounts or benefits required to be paid or provided hereunder, $1,700,000 payable in equal installments over the Restricted Period in accordance with the Company. In addition’s customary monthly payroll practices, if Executive breaches the promises set forth in this Section 7, upon or after a termination of employment pursuant but no less frequently than monthly and subject to Section 3(a9 hereof (the “Non-Compete and Non-Solicit Compensation”), the Company shall (i) cease all payments pursuant to Section 3(a), (ii) terminate all benefits pursuant to Section 3(b) and (iii) all unvested stock grants shall terminate and Executive will return all non-vested shares in his procession to the Company. .

Covenants Not to Solicit and Not to Compete. (a) For a period beginning on the Effective Date and ending on the longer of (i) twelve (12) months following the date upon which Executive's employment with the Company terminates, or (ii) the end of the Severance Period, the Executive, directly or indirectly, whether as owner, sole proprietor, partner, shareholder, director, member, consultant, agent, founder, co-venturer or founder otherwise, shall: (i) not engage, participate or invest in any business activity anywhere in the world which develops, manufactures or markets products or performs services which are competitive with the products or services of the Company at the time of the Executive's termination, or products or services which the Company has under development or for which are the subject of active planning at the time of the Executive's termination; provided, however, that the Executive, may own as a passive investor, publicly-traded securities of any corporation which competes with the business of the Company so long as such securities do not, in the aggregate, constitute more than 3% of any class of outstanding securities of such corporations; (ii) refrain from hiring or attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Company or its resellers or distributors and (iii) refrain from directly or indirectly soliciting competitive business from any of the Company's customers and users, resellers or distributors on behalf of any business which competes the Company. (b) The Executive understands that the restrictions set forth in this Section 7 are intended to protect the Company's interest in its "proprietary information" (as herein defineddefined in the Proprietary Information Agreement attached hereto as Exhibit B) and establish customer relationships in good will, and agrees that such restrictions are reasonable and appropriate for this purpose. (c) The Executive agrees that it would be difficult to measure any damages caused by the Company which might result from any breach by the Executive of the promises set forth in this Section 7, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of this Section 7, the Company shall be entitled, in addition all other remedies that it may have, to injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company. In addition, if Executive breaches the promises set forth in this Section 7, upon or after a termination of employment pursuant to Section 3(a), the Company shall (i) cease all payments pursuant to Section 3(a), (ii) terminate all benefits pursuant to Section 3(b) and (iii) all unvested stock grants outstanding options shall terminate and Executive will return all non-vested shares in his procession to the Companyterminate.