Common use of JOINT BUSINESS OPPORTUNITIES; NON-COMPETITION; PROTECTION OF INFORMATION Clause in Contracts

JOINT BUSINESS OPPORTUNITIES; NON-COMPETITION; PROTECTION OF INFORMATION. (a) IMS and ST are committed to pursuing joint business opportunities to enhance customer value, on terms and conditions as may be agreed by the parties after the date hereof. The parties acknowledge and agree that nothing in this Section 2.16(a) shall create a binding obligation on IMS or ST to enter into or pursue any such business opportunity. (b) IMS hereby covenants and agrees that neither it nor any of its respective Subsidiaries will, between the Effective Time and the [fifth] anniversary of the Effective Time (the “Restricted Period”): (i) engage in or carry on any business in the United States or elsewhere in whatever form which would be in competition with any of ST’s Retained Businesses (as defined herein) as such businesses are conducted by ST at the Effective Time; and (ii) engage in or carry on any business in the United States or elsewhere in whatever form, directly or indirectly, with ST named competitors; (c) ST hereby covenants and agrees that neither it nor any of its respective Subsidiaries will, during the Restricted Period: (i) engage in or carry on any business in the United States or elsewhere in whatever form which would be in competition with any of IMS’s Retained Businesses (as defined herein) as such businesses are conducted by IMS at the Effective Time; (ii) engage in or carry on any business in the United States or elsewhere, directly or indirectly, with (a) NDC Automation, Inc., NDC Health Information Services, Inc., Quintiles Transnational Corp., Healtheon/WebMD Corporation, Cejedim or any of their respective subsidiaries and (b) any companies controlled by or managed by Xxxx Derecque or Xxxxxx Xxxxxxx; PROVIDED, however, that, notwithstanding anything to the contrary in this Section 2.16(c), in the event that ST wishes to engage in a business partnership with one of the above-named companies, it may do so with the prior written consent of IMS, which consent IMS will only be required to grant if IMS shall reasonably determine in good faith that engaging in such activity by ST would not be adverse to IMS; and (iii) engage in or carry on any commercial data business; PROVIDED, HOWEVER, that, notwithstanding anything to the contrary in this Section 2.16(c), (A) in the event that a customer explicitly so requests, ST may serve as a Data Integrator (as defined herein) for such customer to the extent so requested, (B) in the event that a customer explicitly so requests, ST may engage in E-Detailing (as defined herein) for such customer to the extent so requested, (C) in the event that a customer explicitly so requests, ST may engage in data analytics and decision support tools used on ST’s proprietary SFA and CRM systems, (D) in the event that a customer explicitly so requests, ST may engage in Pharbase, including updates from multiple sources, used on ST’s proprietary SFA and CRM systems and (E) in the event that ST wishes to engage in or carry on commercial data business, it may do so with the prior written consent of IMS, which consent IMS will only be required to grant if IMS shall reasonably determine in good faith that engaging in or carrying on such business by ST would not be adverse to IMS. As used herein: (A) “Data Integrator” means an integrator of information solely through the sales force automation or customer relationship management systems proprietary to ST; and (B) “E-Detailing” means an Internet-based software product related to doctor detailing provided through the sales force automation or customer relationship management systems proprietary to ST.

JOINT BUSINESS OPPORTUNITIES; NON-COMPETITION; PROTECTION OF INFORMATION. (a) IMS IMPCO and ST are committed to pursuing Quantum may pursue joint business opportunities to enhance customer value, on terms and conditions as may be agreed by the parties after the date hereof. The parties acknowledge and agree that nothing in this Section 2.16(a) shall create a binding obligation on IMS IMPCO or ST Quantum to enter into or pursue any such business opportunity. (b) IMS IMPCO hereby covenants and agrees that neither it nor any none of its respective Subsidiaries the members of the IMPCO Group will, between the Effective Time and the [fifth] third anniversary of the Effective Time (the “"Restricted Period”"): (i) engage in or carry on any business in the United States or elsewhere in whatever form which would be directly in competition with any of ST’s Retained Businesses (as defined herein) Quantum Business as such businesses are conducted by ST the Quantum Group in the Quantum Markets at the Effective Time; (ii) engage in or carry on any business in the United States or elsewhere in whatever form, directly or indirectly, with competitors of Quantum set forth in Schedule 2.16(b)(ii) or their respective subsidiaries -------------------- ("Quantum Named Competitors"); and (iii) engage in or carry on any business in the United States or elsewhere in whatever form, directly or indirectly, with OEM customers of Quantum set forth in Schedule 2.16(b)(iii) or their respective subsidiaries --------------------- ("Quantum Named OEM Customers"). The parties acknowledge and agree that neither (i) IMPCO's exercise of the Reserved Technology Rights and the use, manufacture, sale, distribution, and other commercial exploitation of the Tri-Shield Tank in the IMPCO Market, pursuant to Section 2.1(b)(i), nor (ii) the transfer of employees from the IMPCO Group to Quantum prior to the Effective Time, shall constitute a breach of this Section 2.16(b). (c) Quantum hereby covenants and agrees that none of the members of the Quantum Group will, during the Restricted Period: (i) engage in or carry on any business in the United States or elsewhere in whatever form which would be directly in competition with any IMPCO Business as such businesses are conducted by the IMPCO Group in the IMPCO Markets at the Effective Time; and (ii) engage in or carry on any business in the United States or elsewhere in whatever form, directly or indirectly, with ST named competitors;competitors of IMPCO set forth in Schedule 2.16(c) or their respective subsidiaries ---------------- ("IMPCO Named Competitors"). The parties acknowledge and agree that neither (i) Quantum's use, manufacture, sale, distribution, and other commercial exploitation of the Tri-Shield Tank, pursuant to Section 2.1(b)(ii), nor (ii) the transfer of employees from the IMPCO Group to Quantum prior to the Effective Time, shall constitute a breach of this Section 2.16(c). (cd) ST hereby covenants Each party acknowledges that the other party and agrees that neither it nor any of its respective Subsidiaries willwould suffer irreparable harm if it were to breach the provisions of this Section 2.16 and that any remedy at law for any such breach is and will be insufficient and inadequate, during and that the Restricted Period:aggrieved party shall be entitled to equitable relief, including by way of temporary and permanent injunction, without the necessity of posting bond or proving actual damages, in addition to any remedies the aggrieved party may have at law. (ie) engage in or carry on any business in the United States or elsewhere in whatever form which would be in competition with any of IMS’s Retained Businesses (as defined herein) as such businesses are conducted by IMS at the Effective Time; (ii) engage in or carry on any business in the United States or elsewhere, directly or indirectly, with (a) NDC Automation, Inc., NDC Health Information Services, Inc., Quintiles Transnational Corp., Healtheon/WebMD Corporation, Cejedim or any of their respective subsidiaries and (b) any companies controlled by or managed by Xxxx Derecque or Xxxxxx Xxxxxxx; PROVIDED, however, that, notwithstanding Notwithstanding anything to the contrary in Sections 2.16(b) or 2.16(c) above, nothing in this Section 2.16(c)2.16 shall in any way restrict or preclude either party or any of its respective Affiliates from: (i) as part of a bona fide transaction, merging or consolidating with, acquiring all or substantially all the assets of, selling all or substantially all of its assets to, or entering into a similar transaction with, any person, including persons whose primary business is in direct competition with the other party's business conducted in the United States and elsewhere as of the Effective Time, or (ii) acquiring ownership up to one percent (1%) of any class of securities of any corporation or other entity having a class of securities registered under the Securities Exchange Act of 1934, as amended. (f) The invalidity or non-enforceability of any provision of this Section 2.16 in any respect shall not affect the validity or enforceability of the other provisions of this Section 2.16 in any other respect or of any other provisions of this Agreement. In the event that ST wishes to engage in any provision of this Section 2.16 shall be held invalid or unenforceable by a business partnership with one court of competent jurisdiction by reason of the above-named companiesgeographic or business scope or the duration thereof, it may do such invalidity or unenforceability shall attach only to the scope or duration of such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement, and, to the fullest extent permitted by law, this Agreement shall be construed as if the geographic or business scope or the duration of such provision had been more narrowly drafted so with as not to be invalid or unenforceable. (g) Each of IMPCO and Quantum acknowledge and agree that the prior written consent of IMS, which consent IMS will only be required to grant if IMS shall reasonably determine covenants and agreements contained in this Section 2.16 have been negotiated in good faith that engaging by each of them, and are reasonable and not more restrictive or broader than necessary to protect the interests of each of IMPCO and Quantum in such activity by ST the IMPCO Business and the Quantum Business, respectively, and would not be adverse to IMS; and (iii) engage achieve their intended purpose if they were on different terms or for periods of time shorter than the periods of time provided herein or applied in or carry on any commercial data business; PROVIDED, HOWEVER, that, notwithstanding anything to the contrary in this Section 2.16(c), (A) in the event that a customer explicitly so requests, ST may serve as a Data Integrator (as defined more restrictive geographical and business line areas than are provided herein) for such customer to the extent so requested, (B) in the event that a customer explicitly so requests, ST may engage in E-Detailing (as defined herein) for such customer to the extent so requested, (C) in the event that a customer explicitly so requests, ST may engage in data analytics and decision support tools used on ST’s proprietary SFA and CRM systems, (D) in the event that a customer explicitly so requests, ST may engage in Pharbase, including updates from multiple sources, used on ST’s proprietary SFA and CRM systems and (E) in the event that ST wishes to engage in or carry on commercial data business, it may do so with the prior written consent of IMS, which consent IMS will only be required to grant if IMS shall reasonably determine in good faith that engaging in or carrying on such business by ST would not be adverse to IMS. As used herein: (A) “Data Integrator” means an integrator of information solely through the sales force automation or customer relationship management systems proprietary to ST; and (B) “E-Detailing” means an Internet-based software product related to doctor detailing provided through the sales force automation or customer relationship management systems proprietary to ST.

JOINT BUSINESS OPPORTUNITIES; NON-COMPETITION; PROTECTION OF INFORMATION. (a) IMS and ST are committed to pursuing joint business opportunities to enhance customer value, on terms and conditions as may be agreed by the parties after the date hereof. The parties acknowledge and agree that nothing in this Section 2.16(a) shall create a binding obligation on IMS or ST to enter into or pursue any such business opportunity. (b) IMS hereby covenants and agrees that neither it nor any of its respective Subsidiaries will, between the Effective Time and the [fifth] anniversary of the Effective Time (the “"Restricted Period”"): (i) engage in or carry on any business in the United States or elsewhere in whatever form which would be in competition with any of ST’s 's Retained Businesses (as defined herein) as such businesses are conducted by ST at the Effective Time; and (ii) engage in or carry on any business in the United States or elsewhere in whatever form, directly or indirectly, with ST named competitors; (c) ST hereby covenants and agrees that neither it nor any of its respective Subsidiaries will, during the Restricted Period: (i) engage in or carry on any business in the United States or elsewhere in whatever form which would be in competition with any of IMS’s 's Retained Businesses (as defined herein) as such businesses are conducted by IMS at the Effective Time;Effective; and (ii) engage in or carry on any business in the United States or elsewhere, directly or indirectly, with (a) NDC Automation, Inc., NDC Health Information Services, Inc., Quintiles Transnational Corp., Healtheon/WebMD Corporation, Cejedim or any of their respective subsidiaries and (b) any companies controlled by or managed by Xxxx Derecque or Xxxxxx Xxxxxxx; PROVIDED, howeverHOWEVER, that, that notwithstanding anything to the contrary in this Section 2.16(c), in the event that ST wishes to engage in a business partnership with one of the above-named companies, it may do so with the prior written consent of IMS, which consent IMS will only be required to grant if IMS shall reasonably determine in good faith that engaging in such activity by ST would not be adverse to IMS; and (iii) engage in or carry on any commercial data business; PROVIDED, HOWEVER, that, that notwithstanding anything to the contrary in this Section 2.16(c), (A) in the event that a customer explicitly so requests, ST may serve as a Data Integrator (as defined herein) for such customer to the extent so requested, (B) in the event that a customer explicitly so requests, ST may engage in E-Detailing (as defined herein) for such customer to the extent so requested, (C) in the event that a customer explicitly so requests, ST may engage in data analytics and decision support tools used on ST’s 's proprietary SFA and CRM systems, (D) in the event that a customer explicitly so requests, ST may engage in Pharbase, including updates from multiple sources, used on ST’s 's proprietary SFA and CRM systems systems, and (E) in the event that ST wishes to engage in or carry on commercial data business, it may do so with the prior written consent of IMS, which consent IMS will only be required to grant if IMS shall reasonably determine in good faith that engaging in or carrying on such business by ST would not be adverse to IMS. As used herein: (A) “"Data Integrator” " means an integrator of information solely through the sales force automation or customer relationship management systems proprietary to ST; and (B) “E-Detailing” means an Internet-based software product related to doctor detailing provided through the sales force automation or customer relationship management systems proprietary to ST.systems

JOINT BUSINESS OPPORTUNITIES; NON-COMPETITION; PROTECTION OF INFORMATION. (a) IMS IMPCO and ST are committed to pursuing Quantum may pursue joint business opportunities to enhance customer value, on terms and conditions as may be agreed by the parties after the date hereof. The parties acknowledge and agree that nothing in this Section 2.16(a) shall create a binding obligation on IMS IMPCO or ST Quantum to enter into or pursue any such business opportunity. (b) IMS IMPCO hereby covenants and agrees that neither it nor any none of its respective Subsidiaries the members of the IMPCO Group will, between the Effective Time and the [fifth] third anniversary of the Effective Time (the “"Restricted Period”"): (i) engage in or carry on any business in the United States or elsewhere in whatever form which would be directly in competition with any of ST’s Retained Businesses (as defined herein) Quantum Business as such businesses are conducted by ST the Quantum Group in the Quantum Markets at the Effective Time; (ii) engage in or carry on any business in the United States or elsewhere in whatever form, directly or indirectly, with competitors of Quantum set forth in Schedule 2.16(b)(ii) or their respective subsidiaries ("Quantum Named Competitors"); and (iii) engage in or carry on any business in the United States or Canada in whatever form, directly or indirectly, with OEM customers of Quantum set forth in Schedule 2.16(b)(iii) or their respective subsidiaries ("Quantum Named OEM Customers"). The parties acknowledge and agree that neither (i) IMPCO's exercise of the Reserved Technology Rights and the use, manufacture, sale, distribution, and other commercial exploitation of the Tri-Shield Tank in the IMPCO Market, pursuant to Section 2.1(b)(i), nor (ii) the transfer of employees from the IMPCO Group to Quantum prior to the Effective Time, shall constitute a breach of this Section 2.16(b). (c) Quantum hereby covenants and agrees that none of the members of the Quantum Group will, during the Restricted Period: (i) engage in or carry on any business in the United States or elsewhere in whatever form which would be directly in competition with any IMPCO Business as such businesses are conducted by the IMPCO Group in the IMPCO Markets at the Effective Time; and (ii) engage in or carry on any business in the United States or elsewhere in whatever form, directly or indirectly, with ST named competitors;competitors of IMPCO set forth in Schedule 2.16(c) or their respective subsidiaries ("IMPCO Named Competitors"). The parties acknowledge and agree that neither (i) Quantum's use, manufacture, sale, distribution, and other commercial exploitation of the Tri-Shield Tank, pursuant to Section 2.1(b)(ii), nor (ii) the transfer of employees from the IMPCO Group to Quantum prior to the Effective Time, shall constitute a breach of this Section 2.16(c). (cd) ST hereby covenants Each party acknowledges that the other party and agrees that neither it nor any of its respective Subsidiaries willwould suffer irreparable harm if it were to breach the provisions of this Section 2.16 and that any remedy at law for any such breach is and will be insufficient and inadequate, during and that the Restricted Period:aggrieved party shall be entitled to equitable relief, including by way of temporary and permanent injunction, without the necessity of posting bond or proving actual damages, in addition to any remedies the aggrieved party may have at law. (ie) engage in or carry on any business in the United States or elsewhere in whatever form which would be in competition with any of IMS’s Retained Businesses (as defined herein) as such businesses are conducted by IMS at the Effective Time; (ii) engage in or carry on any business in the United States or elsewhere, directly or indirectly, with (a) NDC Automation, Inc., NDC Health Information Services, Inc., Quintiles Transnational Corp., Healtheon/WebMD Corporation, Cejedim or any of their respective subsidiaries and (b) any companies controlled by or managed by Xxxx Derecque or Xxxxxx Xxxxxxx; PROVIDED, however, that, notwithstanding Notwithstanding anything to the contrary in Sections 2.16(b) or 2.16(c) above, nothing in this Section 2.16(c)2.16 shall in any way restrict or preclude either party or any of its respective Affiliates from: (i) as part of a bona fide transaction, merging or consolidating with, acquiring all or substantially all the assets of, selling all or substantially all of its assets to, or entering into a similar transaction with, any person, including persons whose primary business is in direct competition with the other party's business conducted in the United States and elsewhere as of the Effective Time, or (ii) acquiring ownership up to one percent (1%) of any class of securities of any corporation or other entity having a class of securities registered under the Securities Exchange Act of 1934, as amended. (f) The invalidity or non-enforceability of any provision of this Section 2.16 in any respect shall not affect the validity or enforceability of the other provisions of this Section 2.16 in any other respect or of any other provisions of this Agreement. In the event that ST wishes to engage in any provision of this Section 2.16 shall be held invalid or unenforceable by a business partnership with one court of competent jurisdiction by reason of the above-named companiesgeographic or business scope or the duration thereof, it may do such invalidity or unenforceability shall attach only to the scope or duration of such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement, and, to the fullest extent permitted by law, this Agreement shall be construed as if the geographic or business scope or the duration of such provision had been more narrowly drafted so with as not to be invalid or unenforceable. (g) Each of IMPCO and Quantum acknowledge and agree that the prior written consent of IMS, which consent IMS will only be required to grant if IMS shall reasonably determine covenants and agreements contained in this Section 2.16 have been negotiated in good faith that engaging by each of them, and are reasonable and not more restrictive or broader than necessary to protect the interests of each of IMPCO and Quantum in such activity by ST the IMPCO Business and the Quantum Business, respectively, and would not be adverse to IMS; and (iii) engage achieve their intended purpose if they were on different terms or for periods of time shorter than the periods of time provided herein or applied in or carry on any commercial data business; PROVIDED, HOWEVER, that, notwithstanding anything to the contrary in this Section 2.16(c), (A) in the event that a customer explicitly so requests, ST may serve as a Data Integrator (as defined more restrictive geographical and business line areas than are provided herein) for such customer to the extent so requested, (B) in the event that a customer explicitly so requests, ST may engage in E-Detailing (as defined herein) for such customer to the extent so requested, (C) in the event that a customer explicitly so requests, ST may engage in data analytics and decision support tools used on ST’s proprietary SFA and CRM systems, (D) in the event that a customer explicitly so requests, ST may engage in Pharbase, including updates from multiple sources, used on ST’s proprietary SFA and CRM systems and (E) in the event that ST wishes to engage in or carry on commercial data business, it may do so with the prior written consent of IMS, which consent IMS will only be required to grant if IMS shall reasonably determine in good faith that engaging in or carrying on such business by ST would not be adverse to IMS. As used herein: (A) “Data Integrator” means an integrator of information solely through the sales force automation or customer relationship management systems proprietary to ST; and (B) “E-Detailing” means an Internet-based software product related to doctor detailing provided through the sales force automation or customer relationship management systems proprietary to ST.

JOINT BUSINESS OPPORTUNITIES; NON-COMPETITION; PROTECTION OF INFORMATION. (a) IMS and ST are committed to pursuing joint business opportunities to enhance customer value, on terms and conditions as may be agreed by the parties after the date hereof. The parties acknowledge and agree that nothing in this Section 2.16(a) shall create a binding obligation on IMS or ST to enter into or pursue any such business opportunity. (b) IMS hereby covenants and agrees that neither it nor any of its respective Subsidiaries will, between the Effective Time and the [fifth] anniversary of the Effective Time (the “"Restricted Period”"): (i) engage in or carry on any business in the United States or elsewhere in whatever form which would be in competition with any of ST’s 's Retained Businesses (as defined herein) as such businesses are conducted by ST at the Effective Time; and (ii) engage in or carry on any business in the United States or elsewhere in whatever form, directly or indirectly, with ST named competitors; (c) ST hereby covenants and agrees that neither it nor any of its respective Subsidiaries will, during the Restricted Period: (i) engage in or carry on any business in the United States or elsewhere in whatever form which would be in competition with any of IMS’s 's Retained Businesses (as defined herein) as such businesses are conducted by IMS at the Effective Time; (ii) engage in or carry on any business in the United States or elsewhere, directly or indirectly, with (a) NDC Automation, Inc., NDC Health Information Services, Inc., Quintiles Transnational Corp., Healtheon/WebMD Corporation, Cejedim or any of their respective subsidiaries and (b) any companies controlled by or managed by Xxxx Derecque or Xxxxxx Xxxxxxx; PROVIDED, however, that, notwithstanding anything to the contrary in this Section 2.16(c), in the event that ST wishes to engage in a business partnership with one of the above-named companies, it may do so with the prior written consent of IMS, which consent IMS will only be required to grant if IMS shall reasonably determine in good faith that engaging in such activity by ST would not be adverse to IMS; and (iii) engage in or carry on any commercial data business; PROVIDED, HOWEVER, that, notwithstanding anything to the contrary in this Section 2.16(c), (A) in the event that a customer explicitly so requests, ST may serve as a Data Integrator (as defined herein) for such customer to the extent so requested, (B) in the event that a customer explicitly so requests, ST may engage in E-Detailing (as defined herein) for such customer to the extent so requested, (C) in the event that a customer explicitly so requests, ST may engage in data analytics and decision support tools used on ST’s 's proprietary SFA and CRM systems, (D) in the event that a customer explicitly so requests, ST may engage in Pharbase, including updates from multiple sources, used on ST’s 's proprietary SFA and CRM systems and (E) in the event that ST wishes to engage in or carry on commercial data business, it may do so with the prior written consent of IMS, which consent IMS will only be required to grant if IMS shall reasonably determine in good faith that engaging in or carrying on such business by ST would not be adverse to IMS. As used herein: (A) “"Data Integrator” " means an integrator of information solely through the sales force automation or customer relationship management systems proprietary to ST; and (B) “"E-Detailing” " means an Internet-based software product related to doctor detailing provided through the sales force automation or customer relationship management systems proprietary to ST.