Common use of Non-Compete and Non-Solicitation Clause in Contracts

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will not, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of Xxxxxx or any of its affiliates in the United States of America or any of the countries in which Xxxxxx or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of Xxxxxx or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within Xxxxxx or its affiliates in conjunction with the IPO and Spin-Off or within Xxxxxxx-Xxxxx Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by Xxxxxxx-Xxxxx Squibb or its affiliates (including but not limited to Xxxxxx). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to Xxxxxxx-Xxxxx Squibb in law or at equity, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx Squibb or Xxxxxx as appropriate.

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will not, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of Xxxxxx Zimmer or any of its affiliates in the United States of America or any of the countries in which Xxxxxx Zimmer or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of Xxxxxx Zimmer or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within Xxxxxx Zimmer or its affiliates in conjunction with the IPO and Spin-Off or within Xxxxxxx-Xxxxx Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by Xxxxxxx-Xxxxx Squibb or its affiliates (including but not limited to XxxxxxZimmer). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to Xxxxxxx-Xxxxx Squibb in law or at equity, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx Squibb or Xxxxxx Zimmer as appropriate.

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will not, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of Xxxxxx or any of its affiliates in the United States of America or any of the countries in which Xxxxxx or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of Xxxxxx or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within Xxxxxx Zimmer or its affiliates in conjunction with the IPO and Spin-Off or within Xxxxxxx-Xxxxx Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by Xxxxxxx-Xxxxx Squibb or its affiliates (including but not limited to XxxxxxZimmer). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to Xxxxxxx-Xxxxx Squibb in law or at equity, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx Squibb or Xxxxxx Zimmer as appropriate.

Non-Compete and Non-Solicitation. As (a) Each Holder shall be bound by the non-compete and non-solicitation provisions contained in this Section 6, unless such Holder is a condition party to your receipt of any payments an employment or benefits under this letter agreement, you agree thatother similar agreement (but excluding, for a the avoidance of doubt, any members or shareholders or similar agreement) with the Company or any of its Affiliates (the “Applicable Companies”) which contains non-compete and non-solicitation provisions, in which event such Holder shall only be bound by the non-compete and non-solicitation provisions contained in such employment or other similar agreement and shall not be bound by the provisions of this Section 6. (b) During the period commencing on the date hereof and ending on the first anniversary of your execution the date on which the Holder ceases to receive any payments related to salary, bonus or severance from any Applicable Company, the Holder shall not directly or indirectly through another Person (i) induce or attempt to induce any employee of this letter agreement any Applicable Company to leave the employ of any Applicable Company, or in any way interfere with the relationship between any Applicable Company, on the one hand, and any employee thereof, on the other hand, (ii) hire any person who was an employee of any Applicable Company until twelve (12) months after such individual’s employment relationship with any Applicable Company has been terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of any Applicable Company to cease doing business with such Applicable Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and any Applicable Company, on the other hand. (c) Each Holder acknowledges that, in the course of his or her employment with any Applicable Company and their predecessors, he or she has become familiar, or will become familiar, with such Applicable Company’s and their predecessors’ trade secrets and with other confidential information concerning the Applicable Companies and their respective predecessors and that his or her services have been and will be of special, unique and extraordinary value to the Applicable Companies. Therefore, each Holder agrees that, during the period commencing on the date hereof and ending on the date on which is one year after the consummation Holder ceases to receive any payments related to salary, bonus or severance from any Applicable Company (or in the case of a termination by an Applicable Company of the SpinHolder’s employment for Cause or a termination by the Holder of his or her employment without Good Reason, the first anniversary of the date on which the Holder ceases to receive such payments) (the “Non-Off you will notCompete Period”), such Holder shall not directly or indirectly, (i) own, manage, control or participate engage in the ownershipproduction, management sale or control ofdistribution of any product produced, be employed sold or engaged distributed by any Applicable Company as of the date hereof or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, during the business of Xxxxxx or any of its affiliates Non-Compete Period anywhere in the United States of America or any of the countries world in which Xxxxxx or any of its affiliates Applicable Company is doing business. For purposes of this Section 6(c), (ii) solicit on behalf of the phrase “directly or indirectly engage in” shall include any other corporationdirect or indirect ownership or profit participation interest in such enterprise, partnershipwhether as an owner, proprietorshipstockholder, firmpartner, associationjoint venturer or otherwise, and shall include any direct or other business entity, any person or business that is a customer or supplier of Xxxxxx or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain indirect participation in any capacity (including but not limited to such enterprise as an employee, directorconsultant, independent contractor, consultant licensor of technology or otherwise; provided, however, that nothing in this Section 6 shall prohibit any Holder from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as such Holder has no active participation in the business of such corporation. (d) Each Holder understands that the foregoing restrictions may limit his or her ability to earn a livelihood in a business similar to the business of any Applicable Company, but he or she nevertheless believes that he or she has received and will receive sufficient consideration and other benefits as an employee of an Applicable Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his or her education, skills and ability), other than for employment within Xxxxxx such Holder does not believe would prevent him or its affiliates in conjunction with her from otherwise earning a living. Each Holder has carefully considered the IPO nature and Spin-Off extent of the restrictions placed upon him or within Xxxxxxx-Xxxxx Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis her by Xxxxxxx-Xxxxx Squibb or its affiliates (including but not limited to Xxxxxx). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreementAgreement, and that, if hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon any amounts have been provided Applicable Company disproportionate to you under the terms of this letter agreement prior to any detriment which the same may cause such breach, in addition to any other remedy that may be available to Xxxxxxx-Xxxxx Squibb in law or at equity, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx Squibb or Xxxxxx as appropriateHolder.

Non-Compete and Non-Solicitation. As a condition to your receipt A. During my term of employment by the Company and for one (1) year period thereafter, I will not engage or participate or assist any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will notperson, directly or indirectly, (i) ownin any individual or representative capacity in any business or enterprise that competes with the business, managepresent or prospective, control or participate of the Company without the express written consent of the Company. I may, however, retain personal investments held by me as of the date hereof provided that by those investments I am not involved in the ownership, management or operation of that business. It is agreed that, should I own or control less than five percent (5%) of the issued publicly traded stock of, be employed or engaged equity in, a business, such ownership shall not constitute a violation of this provision. B. I agree further that for the period of my employment by the Company and for 12 months after the date of termination of my employment with the Company I will neither (a) solicit the business of any client or otherwise affiliated customer of the Company (other than on behalf of the Company), (b) either directly or associated as a consultantthrough others, solicit or attempt to solicit any employee, independent contractor or otherwise withconsultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other corporation, partnership, proprietorship, firm, association, person or other business entity, nor (c) directly or otherwise engage indirectly induce any client, customer, supplier, vendor, consultant or independent contractor of the Company to terminate or negatively alter his, her or its relationship with the Company. C. I acknowledge that through my employment with the Company I will acquire access to information suited to immediate application by a business in any businesscompetition with the Company. I specifically acknowledge that, which is engaged in any manner because of the nature and type of business that the Company engages in, or otherwise competes withthe geographic scope of the covenants in this Article IV shall include all counties, the business of Xxxxxx or any of its affiliates cities and states in the United States of America and any other city, country, territory or any region in which the Company conducts business. I agree and acknowledge that the foregoing restrictions, geographic scope and time limitations set forth in this Article IV are reasonable, and that the provisions in this Article IV are reasonably necessary for the protection of the countries Company. If any restriction set forth in this Article IV is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which Xxxxxx or any it may be enforceable. D. I further acknowledge the following provisions of its affiliates is doing businessColorado law, (ii) solicit on behalf set forth in Colorado Revised Statutes Section 8-2-113(2): “Any covenant not to compete which restricts the right of any other corporationperson to receive 226874 v3/CO 4v2203!.DOC compensation for performance of skilled or unskilled labor for any employer shall be void, partnership, proprietorship, firm, association, but this subsection (2) shall not apply to: (a) Any contract for the purchase and sale of a business or other business entity, any person or business the assets of a business; (b) Any contract for the protection of trade secrets; (c) Any contract provision providing for the recovery of the expense of educating and training an employee who has served an employer for a period of less than two years; (d) Executive and management personnel and officers and employees who constitute professional staff to executive and management personnel.” I acknowledge that this agreement is a customer contract for the protection of trade secrets under Section 8-2-113(2)(b), and is intended to protect the confidential information and trade secrets of the Company; and that I am an executive and management employee or supplier professional staff to executive or management personnel, within the meaning of Xxxxxx or any Section 8-2-113(2)(d). E. I acknowledge and am prepared for the possibility that my standard of its affiliates, or (iii) solicit for living may be reduced during the noncompetition period provided in this Article IV following the termination of my employment, hire, employ, or retain in and fully accept any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within Xxxxxx or its affiliates in conjunction risk associated with the IPO and Spin-Off or within Xxxxxxx-Xxxxx Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by Xxxxxxx-Xxxxx Squibb or its affiliates (including but not limited to Xxxxxx). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to Xxxxxxx-Xxxxx Squibb in law or at equity, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx Squibb or Xxxxxx as appropriatepossibility.

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will not, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the Xxxx X. Xxxxxxxx February 21, 2001 Page 6 business of Xxxxxx Zimmer or any of its affiliates in the United States of America or any of the countries in which Xxxxxx Zimmer or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of Xxxxxx Zimmer or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within Xxxxxx Zimmer or its affiliates in conjunction with the IPO and Spin-Off or within Xxxxxxx-Xxxxx Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by Xxxxxxx-Xxxxx Squibb or its affiliates (including but not limited to XxxxxxZimmer). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to Xxxxxxx-Xxxxx Squibb in law or at equity, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx Squibb or Xxxxxx Zimmer as appropriate.

Non-Compete and Non-Solicitation. As a condition to your receipt A. During my term of employment by the Company and for one (1) year period thereafter, I will not engage or participate or assist any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will notperson, directly or indirectly, (i) ownin any individual or representative capacity in any business or enterprise that competes with the business, managepresent or prospective, control or participate of the Company without the express written consent of the Company. I may, however, retain personal investments held by me as of the date hereof provided that by those investments I am not involved in the ownership, management or operation of that business. It is agreed that, should I own or control less than five percent (5%) of the issued publicly traded stock of, be employed or engaged equity in, a business, such ownership shall not constitute a violation of this provision. B. I agree further that for the period of my employment by the Company and for 12 months after the date of termination of my employment with the Company I will neither (a) solicit the business of any client or otherwise affiliated customer of the Company (other than on behalf of the Company), (b) either directly or associated as a consultantthrough others, solicit or attempt to solicit any employee, independent contractor or otherwise withconsultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other corporation, partnership, proprietorship, firm, association, person or other business entity, nor (c) directly or otherwise engage indirectly induce any client, customer, supplier, vendor, consultant or independent contractor of the Company to terminate or negatively alter his, her or its relationship with the Company. C. I acknowledge that through my employment with the Company I will acquire access to information suited to immediate application by a business in any businesscompetition with the Company. I specifically acknowledge that, which is engaged in any manner because of the nature and type of business that the Company engages in, or otherwise competes withthe geographic scope of the covenants in this Article IV shall include all counties, the business of Xxxxxx or any of its affiliates cities and states in the United States of America and any other city, country, territory or any region in which the Company conducts business. I agree and acknowledge that the foregoing restrictions, geographic scope and time limitations set forth in this Article IV are reasonable, and that the provisions in this Article IV are reasonably necessary for the protection of the countries Company. If any restriction set forth in this Article IV is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which Xxxxxx or any it may be enforceable. D. I further acknowledge the following provisions of its affiliates is doing businessColorado law, (ii) solicit on behalf set forth in Colorado Revised Statutes Section 8-2-113(2): “Any covenant not to compete which restricts the right of any other corporationperson to receive compensation for performance of skilled or unskilled labor for any employer shall be void, partnership, proprietorship, firm, association, but this subsection (2) shall not apply to: (a) Any contract for the purchase and sale of a business or other business entity, any person or business the assets of a business; (b) Any contract for the protection of trade secrets; (c) Any contract provision providing for the recovery of the expense of educating and training an employee who has served an employer for a period of less than two years; (d) Executive and management personnel and officers and employees who constitute professional staff to executive and management personnel.” I acknowledge that this agreement is a customer contract for the protection of trade secrets under Section 8-2-113(2)(b), and is intended to protect the confidential information and trade secrets of the Company; and that I am an executive and management employee or supplier professional staff to executive or management personnel, within the meaning of Xxxxxx or any Section 8-2-113(2)(d). E. I acknowledge and am prepared for the possibility that my standard of its affiliates, or (iii) solicit for living may be reduced during the noncompetition period provided in this Article IV following the termination of my employment, hire, employ, or retain in and fully accept any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within Xxxxxx or its affiliates in conjunction risk associated with the IPO and Spin-Off or within Xxxxxxx-Xxxxx Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by Xxxxxxx-Xxxxx Squibb or its affiliates (including but not limited to Xxxxxx). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to Xxxxxxx-Xxxxx Squibb in law or at equity, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx Squibb or Xxxxxx as appropriatepossibility.

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing 9.1 Commencing on the date of your execution of this letter agreement Closing Date and ending on continuing until five (5) years from the date which is one year after the consummation of the Spin-Off you will notClosing Date, Seller and each Principal hereby agrees that it, he or she shall not permit any person or entity, directly or indirectlyindirectly (alone or together with others) controlling, controlled by, affiliated with or related to Seller (iincluding each Principal) ownto, managedirectly or indirectly (including through ownership, management, operation or control of any other person or participate entity, or participation in the ownership, management management, operation or control ofof any other person or entity, be employed or engaged by being connected with or having any interest in, as a stockholder, agent, consultant or partner, any other person or entity): (a) engage in the ownership, operation, control or management of radiation therapy and/or urology facilities or otherwise affiliated or associated engage in the provision of radiation therapy and/or urology services (whether as a consultantsole practitioner, an employee, independent contractor or otherwise with, any or as a separate business or in conjunction with each other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in with any business, which is engaged in practice or hospital) (a “Competing Business”) within the Florida counties of Sarasota and Manatee (the “Service Area”); (b) have any manner ininterest, or otherwise competes withwhether as owner, the business of Xxxxxx or any of its affiliates in the United States of America or any of the countries in which Xxxxxx or any of its affiliates is doing businessstockholder, (ii) solicit on behalf of any other corporationmember, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of Xxxxxx or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employeepartner, director, independent contractorofficer, consultant or otherwise), other than for employment within Xxxxxx or its affiliates in conjunction with any Competing Business in the IPO and Spin-Off or within Xxxxxxx-Xxxxx Squibb or its affiliatesService Area; provided, however, that the foregoing restriction shall not prevent Seller from owning stock in any person who is employed or otherwise engaged Competing Business listed on a full national securities exchange or parttraded in the over-time basis by Xxxxxxxthe-Xxxxx Squibb counter market; provided that such Seller does not own more than an aggregate of one percent (1%) of the stock of such entity. 9.2 Seller and each Principal acknowledge that the restrictive covenants contained herein have unique value to Buyer, the breach of which cannot be adequately compensated in an action of law. Seller and each Principal further agree that, in the event of the breach of the restrictive covenants contained herein, Buyer shall be entitled to obtain appropriate equitable relief, including, without limitation, a permanent injunction or similar court order enjoining Seller and/or a Principal from violating any of such provisions, and that pending the hearing and the decision on the application for permanent equitable relief, Buyer shall be entitled to a temporary restraining order and a preliminary injunction. The prevailing party shall be entitled to reimbursement from the other party of its affiliates reasonable costs and expenses (including but attorneys’ fees and disbursements) of, or related to, such action or proceeding. No such remedy shall be construed to be the exclusive remedy of Buyer and any and all such remedies shall be held and construed to be cumulative and not limited to Xxxxxx). You understand and agree that a breach by you exclusive of this paragraph would be a material breach of your obligations under this letter agreementany rights or remedies, and thatwhether at law or in equity, if any amounts have been provided to you otherwise available under the terms of this letter agreement prior Agreement, at common law, or under federal, state or local statutes, rules and regulations. 9.3 The restrictions set forth in this Section 9 shall not apply to any physician that is a party to a Senior Urologist’s Employment Agreement, effective as of the Closing Date (a “Senior Urologist”), by and between such breachSenior Urologist and the Buyer, where the restrictions contained in Section 8(A) and Section 8(B) in such Employment Agreement are not applicable pursuant to Section 8(F)(B) thereof in the event that such Employment Agreement is terminated by such Senior Urologist for cause in accordance with Section 16(D) thereof. Further, the restrictions set forth in Section 9.1(b) shall not apply to any physician that elects to “buy out” such physician’s restrictive covenants set forth in this Agreement and the Employment Agreement as such restrictions relate to urology pursuant to the terms and conditions set forth in Section 8(G) of the Employment Agreement, including payment to Employer an amount equal to One Million Dollars ($1,000,000). Additionally, if a physician’s Employment Agreement is terminated pursuant to Section 16(C)(v) therein, the restrictions set forth in Section 9.1 shall not apply as such restrictions relate to urology. Other than as explicitly set forth in the preceding sentences, the parties hereto agree that the inapplicability or non-enforceability of any of the provisions of Section 8(A) and/or Section 8(B) of such Employment Agreement shall not, in addition to any other remedy that may be available to Xxxxxxx-Xxxxx Squibb in law or at equitymanner, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx Squibb or Xxxxxx as appropriateaffect the applicability and enforceability of any of the terms of this Section 9.

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will not, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the Xxxx X. Xxxxxxxx February 21, 2001 Page 6 business of Xxxxxx or any of its affiliates in the United States of America or any of the countries in which Xxxxxx or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of Xxxxxx or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within Xxxxxx or its affiliates in conjunction with the IPO and Spin-Off or within Xxxxxxx-Xxxxx Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by Xxxxxxx-Xxxxx Squibb or its affiliates (including but not limited to Xxxxxx). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to Xxxxxxx-Xxxxx Squibb in law or at equity, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx Squibb or Xxxxxx as appropriate.