Common use of Exclusivity and Non-Competition Clause in Contracts

Exclusivity and Non-Competition. 3.1 ESI will not, and will not permit any entity that it Controls to, (i) directly or indirectly own any interest in or operate an Internet Pharmacy or (ii) promote any Person that is a PlanetRx Competitor to ESI Members or ESI Plan Sponsors during the Term of this Agreement; provided, however, that the -------- ------- foregoing shall not preclude ESI from (1) holding an ownership interest in PlanetRx, (2) conducting activities relating to the PlanetRx Site and the YPC Site as set forth in Section 6.1 of this Agreement, (3) listing Internet Pharmacies in ESI's or an ESI Plan Sponsor's provider directory, or (4) honoring contractual obligations of a business or entity acquired by ESI under agreements existing at the time of such acquisition until such agreements can be lawfully terminated without financial or other penalty. 3.2 PlanetRx will not, and will not permit any entity that it Controls to (i) directly or indirectly, engage in business as a PBM, (ii) take any actions to attempt to convert ESI Members ordering a greater than 30 days' supply of a Pharmaceutical Product to a 30 or fewer days' supply, or (iii) contact any ESI Plan Sponsors without ESI's prior written consent; provided, however, that -------- ------- general solicitations or promotions targeted at the general population or PlanetRx's general member base shall not be deemed to violate this provision. 3.3 ESI will not promote any PlanetRx Competitor during the Term of this Agreement. Without limitation, the foregoing shall not be construed to preclude (i) the listing of such PlanetRx Competitor in ESI's or an ESI Plan Sponsor's provider directory or general benefit plan information or (ii) permitting an ESI member to Link from the "Pharmacy Locator" section of the site currently located at xxx.xxxxxxx-xxxxxxx.xxx or any successor site to the website of a pharmacy or pharmacy chain that maintains physical retail locations if (a) either one of the two largest PBM's or (b) any two of the top four largest PBM's (excluding ESI) offers such a Linking capability. Subject to the foregoing, ESI shall not provide a Link to any PlanetRx Competitor on the ESI Site. 3.4 Commencing on the Effective Time and throughout the Term of this Agreement, PlanetRx shall supply up to 15 employees, on a full-time basis, for the purpose of converting ESI Members to use the PlanetRx Site. The YPC employees hired by PlanetRx in the Equity Transaction will initially focus on converting ESI members to use the PlanetRx Site, but if the former YPC employees terminate their employment with PlanetRx or have their employment terminated by PlanetRx, PlanetRx will hire new employees or assign existing employees to focus solely on such conversion. ESI will [+] Confidential treatment has been requested for certain portions which have been blacked out in the copy of the exhibit filed with the Securities and Exchange Commission. The omitted information has been filed separately with the Securities and Exchange Commission pursuant to the application for confidential treatment. have the right to approve any PlanetRx employees who work on the conversion of ESI Members. 3.5 Except as contemplated by the Equity Transaction, each party agrees that neither it nor any Affiliates controlled, directly or indirectly, by such party will at any time from the date of this Agreement until the second year anniversary of the date upon which the Term of this Agreement terminates for any reason, directly or indirectly, solicit for employment or employ (except any employees whose place of employment is located in California) any individual who was, at any time during the 6 months immediately preceding such solicitation or employment, an employee of the other party, except with the consent of the other party.

Exclusivity and Non-Competition. 3.1 ESI will WellPoint shall not, and will shall not permit any entity that it Controls to, (ito contravene the terms of Section 2.1(a) directly or indirectly own any interest in or operate an Internet Pharmacy or (ii) promote hereof by actively promoting any Person that is a PlanetRx xxxxxxxxx.xxx Competitor to ESI WellPoint Members or ESI WellPoint Plan Sponsors during the Term term of this Agreement (except as otherwise provided in Section 2.1 or Section 3.1 of this Agreement); provided, however, that the -------- ------- foregoing shall not preclude ESI WellPoint from (1) holding an ownership interest in PlanetRxxxxxxxxxx.xxx, or (2) conducting activities relating to the PlanetRx xxxxxxxxx.xxx Site and the YPC Site WellPoint Sites as set forth in Section 6.1 4.1 of this Agreement, (3) listing Internet Pharmacies in ESI's the provider directories or an ESI pharmacy finders of WellPoint or a WellPoint Plan Sponsor's provider directorySponsor subject to the terms and conditions of Section 2.1(a) of this Agreement, or (4) honoring existing contractual obligations of a business or entity acquired by ESI WellPoint under agreements existing at the time of execution of the definitive agreement for such acquisition until such agreements can be lawfully terminated without financial or other penalty(5) continuing WellPoint's relationship and arrangements with companies that are participating in WellPoint's Healthy Extensions program. 3.2 PlanetRx will not, and will not permit any entity that it Controls to (i) directly or indirectly, engage in business as a PBM, (ii) take any actions to attempt to convert ESI Members ordering a greater than 30 days' supply of a Pharmaceutical Product to a 30 or fewer days' supply, or (iii) contact any ESI Plan Sponsors without ESI's prior written consent; provided, however, that -------- ------- general solicitations or promotions targeted at the general population or PlanetRx's general member base shall not be deemed to violate this provision. 3.3 ESI will not promote any PlanetRx Competitor during the Term of this Agreement. Without limitation, the foregoing shall not be construed to preclude (i) the listing of such PlanetRx Competitor in ESI's or an ESI Plan Sponsor's provider directory or general benefit plan information or (ii) permitting an ESI member to Link from the "Pharmacy Locator" section of the site currently located at xxx.xxxxxxx-xxxxxxx.xxx or any successor site to the website of a pharmacy or pharmacy chain that maintains physical retail locations if (a) either one of the two largest PBM's or (b) any two of the top four largest PBM's (excluding ESI) offers such a Linking capability. Subject to the foregoing, ESI shall not provide a Link to any PlanetRx Competitor on the ESI Site. 3.4 Commencing on the Effective Time and throughout the Term of this Agreement, PlanetRx shall supply up to 15 employees, on a full-time basis, for the purpose of converting ESI Members to use the PlanetRx Site. The YPC employees hired by PlanetRx in the Equity Transaction will initially focus on converting ESI members to use the PlanetRx Site, but if the former YPC employees terminate their employment with PlanetRx or have their employment terminated by PlanetRx, PlanetRx will hire new employees or assign existing employees to focus solely on such conversion. ESI will [+] Confidential treatment has been requested for certain portions which have been blacked out in the copy of the exhibit filed with the Securities and Exchange Commission. The omitted information has been filed separately with the Securities and Exchange Commission pursuant to the application for confidential treatment. have the right to approve any PlanetRx employees who work on the conversion of ESI Members. 3.5 Except as contemplated by the Equity Transaction, each Each party agrees that neither it nor any Affiliates controlled, directly or indirectly, by such party entity that it Controls will at any time from the date of this Agreement until the second year anniversary of the date upon which the Term of this Agreement terminates for any reason, directly or indirectlyexpires, solicit for employment or employ (except any employees whose place of employment is located in California) any individual who was, at any time during the 6 months immediately preceding such solicitation or employment, an employee of the other party, except with the consent of the other party. Advertisements in the media shall not constitute solicitation for purposes of this Section. 3.3 Nothing herein shall restrict xxxxxxxxx.xxx from entering into any relationship with any other PBM or health care or managed care entity that does not contravene the terms of this Agreement. 3.4 xxxxxxxxx.xxx will not permit any entity that it Controls to (i) take any action to attempt to convert WellPoint Members ordering a greater than 34 days supply of a Pharmaceutical Product to a 34 or fewer days supply or (ii) initiate contact with any WellPoint Plan Sponsors without WellPoint's prior written consent; provided, however, that general solicitations or promotions targeted at the general population or xxxxxxxxx.xxx's general member base, whether on the xxxxxxxxx.xxx Site or otherwise, shall not be deemed to violate this Section 3.4.