Common use of Non-Competition, Non-Solicitation and Non-Disparagement Clause in Contracts

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of the Company entering into this Agreement with the Grantee, the Grantee agrees as follows: (i) During Grantee’s employment with the Company (which, for purposes of this subsection 2(g) includes its subsidiaries), Grantee will not, directly or indirectly, except for on behalf of the Company or except with the prior written approval of the Company, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee engage in any other activities that conflict with Grantee’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will not within the Restricted Area, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to time.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of the Company entering into this Agreement with the GranteeParticipant, the Grantee Participant agrees as follows: (i) During GranteeParticipant’s employment with the Company (which, for purposes of this subsection 2(g2(i) includes its subsidiaries), Grantee Participant will not, directly or indirectly, except for on behalf of the Company or except with the prior written approval of the Company, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee Participant engage in any other activities that conflict with GranteeParticipant’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During GranteeParticipant’s employment and for a period of twelve (12) months following the termination of GranteeParticipant’s employment with the Company for any reason, Grantee Participant agrees that Grantee Participant will not within the Restricted Area, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to GranteeParticipant’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee Participant worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to time.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) Executive understands and recognizes that his services to the Company entering into this Agreement with are special and unique and that in the Granteecourse of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information. Executive agrees that, during the Grantee agrees as follows: Term and the twelve (i12) During Granteemonth period immediately following Executive’s separation from employment with (the Company (which, for purposes of this subsection 2(g) includes its subsidiaries“Termination Restriction Period”), Grantee will notwhether such separation is voluntary or involuntary, he shall not in any manner, directly or indirectly, except for on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolodine or any other product being actively developed or produced by the Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for his own account, or except with as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of such Person, in any capacity that requires or could result in Executive’s intentional or unintentional use of the prior written approval Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, anywhere in the world, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of Company. Executive acknowledges that, due to the unique nature of the Business of the Company, either as the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by Executive narrowly and fairly serves such an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to important and critical business interest of the Company’s . Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are engaged in the Business of Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or productsenterprise (a “Division”) if: (i) the Division by which Executive is employed, or to its actual or demonstrably anticipated research or developmentwhich Executive provides services, nor will Grantee engage is not engaged in any other activities that conflict with Grantee’s employment obligations to the Business of Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will Executive does not within the Restricted Areaprovide services, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in to any other individual division or representative capacity, engage operating unit of such multi-divisional business or attempt enterprise engaged in or proposing to engage in any the Business of Company (individually, a “Competitive Activity relating Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive’s commencement of employment with or provision of services to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeDivision.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) While Employee is employed by the Company entering into this Agreement and during the applicable Restricted Period, Employee will not, directly on Employee’s own behalf or indirectly for or in conjunction with the Grantee, the Grantee agrees as followsothers: (i) During Grantee’s employment with Within the Company Restricted Territory (which, for purposes of this as defined in subsection 2(g(b) includes its subsidiariesbelow), Grantee will notengage in any business or enterprise (whether as owner, directly or indirectlypartner, except for on behalf of the Company or except with the prior written approval of the Companyofficer, either as an director, employee, employer, consultant, agentinvestor, principallender or otherwise) that develops, partnermanufactures, stockholdermarkets, memberlicenses or sells any pharmaceutical antibiotic products that compete with the products being sold or developed by the Company at the time of Employee’s termination (collectively, corporate officer, director or the “Competitive Products”) in any other individual management or representative capacity, engage executive role in which Employee would perform duties that are the same or attempt substantially similar to engage those duties actually performed by Employee for the Company in any competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee engage in any other activities that conflict with Grantee’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following immediately prior to the termination of GranteeEmployee’s employment, or in any position where Employee or such business or enterprise would benefit from Employee’s use or disclosure of the Company’s Proprietary Information as defined in the Confidentiality and Assignment of Inventions Agreement; (ii) Within the Restricted Territory, solicit or accept employment or be retained by an individual or entity who, at any time during the term of this Agreement, was an agent, client, licensee, or customer of the Company, where Employee would have any management or executive role or be in any position (whether as an employee, contractor or consultant) in which Employee would perform duties that are the same or substantially similar to those duties actually performed by Employee for the Company in the twelve (12) months immediately prior to the termination of Employee’s employment or in any position where Employee or such individual or entity would benefit from Employee’s use or disclosure of the Company’s Proprietary Information as defined in the Confidentiality and Assignment of Inventions Agreement; (iii) Within the Restricted Territory, become financially interested in an enterprise that is engaged, as a substantial part of its operations, in developing, manufacturing, marketing, licensing or selling the Competitive Products; provided, however, that nothing in this Agreement shall be construed to prevent Employee from owning less than five percent (5%) of the outstanding voting securities of any entity whose voting securities are listed on a national securities exchange; (iv) Solicit or accept the business of any customer of the Company whom Employee solicited or serviced for the Company during the last twelve (12) months of Employee’s employment with the Company for the purpose of selling or providing Competitive Products to such customer; and/or (v) Solicit, induce or encourage any reasonemployee, Grantee agrees that Grantee will not within consultant, or independent contractor of the Restricted Area, directly Company to terminate his or indirectly, except her employment or contracting relationship with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with . (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. b) For purposes of this Agreement, the “Restricted AreaTerritory” shall meanmeans North America; but if such territory is determined to be overly broad, any area then the United States; and, if such territory is also determined to be overly broad, then each state or province in North America in which the Company has transacted engages in material business activities or sells or licenses its products. Provided, however, that it shall not be a violation of this Section 6 for the twelve (12) months prior Employee to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf work outside of the Restricted Territory for any business or enterprise that develops, manufactures, markets, licenses or sells Competitive Products, so long as that business or enterprise does not manufacture, market, license or sell any Competitive Products that compete with the Company, ’s products within the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeRestricted Territory.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) Executive understands and recognizes that his services to the Company entering into this Agreement with are special and unique and that in the Granteecourse of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information. Executive agrees that, during the Grantee agrees as follows: Term and the twelve (i12) During Granteemonth period immediately following Executive’s separation from employment with (the Company (which, for purposes of this subsection 2(g) includes its subsidiaries“Termination Restriction Period”), Grantee will notwhether such separation is voluntary or involuntary, he shall not in any manner, directly or indirectly, except for on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolodine or any other product being actively developed or produced by the Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for his own account, or except with as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of such Person, in any capacity that requires or could result in Executive’s intentional, unintentional, or inevitable use of the prior written approval Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, within the United States and the European Union, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of Company. Executive acknowledges that, due to the unique nature of the Business of the Company, either as the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by Executive narrowly and fairly serves such an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to important and critical business interest of the Company’s . Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are engaged in the Business of Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or productsenterprise (a “Division”) if: (i) the Division by which Executive is employed, or to its actual or demonstrably anticipated research or developmentwhich Executive provides services, nor will Grantee engage is not engaged in any other activities that conflict with Grantee’s employment obligations to the Business of Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will Executive does not within the Restricted Areaprovide services, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in to any other individual division or representative capacity, engage operating unit of such multi-divisional business or attempt enterprise engaged in or proposing to engage in any the Business of Company (individually, a “Competitive Activity relating Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise's consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive's commencement of employment with or provision of services to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeDivision.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) While Employee is employed by the Company entering into this Agreement with the Grantee, the Grantee agrees as follows: (i) During Grantee’s employment with the Company (which, for purposes of this subsection 2(g) includes its subsidiaries), Grantee will not, directly or indirectly, except for on behalf of the Company or except with the prior written approval of the Company, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee engage in any other activities that conflict with Grantee’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following after the termination or cessation of such employment by either party for any reason whatsoever, Employee will not, directly on Employee’s own behalf or indirectly for or in conjunction with others: (i) Within the Restricted Territory (as defined in subsection (b) below), engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise) that develops, manufactures, markets, licenses or sells any pharmaceutical antibiotic products that compete with the products being sold or developed by the Company at the time of Employee’s termination (collectively, the “Competitive Products”) in any management or executive role in which Employee would perform duties that are the same or substantially similar to those duties actually performed by Employee for the Company in the twelve (12) months immediately prior to the termination of GranteeEmployee’s employment, or in any position where Employee or such business or enterprise would benefit from Employee’s use or disclosure of the Company’s Proprietary Information as defined in the Confidentiality and Assignment of Inventions Agreement; (ii) Within the Restricted Territory, solicit or accept employment or be retained by an individual or entity who, at any time during the term of this Agreement, was an agent, client, licensee, or customer of the Company, where Employee would have any management or executive role or be in any position (whether as an employee, contractor or consultant) in which Employee would perform duties that are the same or substantially similar to those duties actually performed by Employee for the Company in the twelve (12) months immediately prior to the termination of Employee’s employment or in any position where Employee or such individual or entity would benefit from Employee’s use or disclosure of the Company’s Proprietary Information as defined in the Confidentiality and Assignment of Inventions Agreement; (iii) Within the Restricted Territory, become financially interested in an enterprise that is engaged, as a substantial part of its operations, in developing, manufacturing, marketing, licensing or selling the Competitive Products; provided, however, that nothing in this Agreement shall be construed to prevent Employee from owning less than five percent (5%) of the outstanding voting securities of any entity whose voting securities are listed on a national securities exchange; (iv) Solicit or accept the business of any customer of the Company whom Employee solicited or serviced for the Company during the last twelve (12) months of Employee’s employment with the Company for the purpose of selling or providing Competitive Products to such customer; and/or (v) Solicit, induce or encourage any reasonemployee, Grantee agrees that Grantee will not within consultant, or independent contractor of the Restricted Area, directly Company to terminate his or indirectly, except her employment or contracting relationship with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with . (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. b) For purposes of this Agreement, the “Restricted AreaTerritory” shall meanmeans North America; but if such territory is determined to be overly broad, any area then the United States; and, if such territory is also determined to be overly broad, then each state or province in North America in which the Company has transacted engages in material business activities or sells or licenses its products. Provided, however, that it shall not be a violation of this Section 7 for the twelve (12) months prior Employee to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf work outside of the Restricted Territory for any business or enterprise that develops, manufactures, markets, licenses or sells Competitive Products, so long as that business or enterprise does not manufacture, market, license or sell any Competitive Products that compete with the Company, ’s products within the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeRestricted Territory.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) The Executive understands and recognizes that the Services he is to provide to the Company entering into this Agreement with are special and unique and that in the Granteecourse of performing the Services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Executive agrees that, during the Grantee agrees as follows: Term and during such period of time after the Term that Executive continues to receive his salary and benefits (iSeverance) During Grantee’s employment with without interruptions from the Company (whichCompany, for purposes of this subsection 2(g) includes its subsidiaries), Grantee will nothe shall not in any manner, directly or indirectly, except for on behalf of the Company himself or except any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the prior written approval business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, employerindependent contractor, principal, agent, consultant, agentsalesperson, principal, partner, stockholder, member, corporate officer, director or stockholder of a Person in any other individual or representative capacitya business competitive with the Company within the geographic area of the Company’s business, engage or attempt which is deemed by the parties hereto to engage in any competitive activity relating be worldwide. The Executive acknowledges that, due to the unique nature of the Company’s business and its business model, the loss of any of its clients or productsbusiness flow, the replication of its business model or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its actual affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the Company. or demonstrably anticipated research purposes of this Agreement, the Company shall be deemed to be actively engaged in the development and commercialization of therapeutics (including drugs, medical devices and vaccines) for those indications in which the Company or development, nor will Grantee engage in any other activities that conflict with Granteeof its direct or indirect subsidiaries is actively engaged or has taken reasonable steps to become engaged at the time of the termination of the Executive’s employment obligations or during the two year period prior thereto. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the CompanyExecutive from (i) acquiring or holding, where solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such activities securities do not, in the aggregate, constitute more than four percent (other employment, occupations, consulting, business activities, commitments, anticipated research 4%) of any class or development, or conflicts) violate ITT’s Code series of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instrumentsoutstanding securities of such corporation. (iib) During Grantee’s employment the Term and for a period of twelve six (126) months following thereafter, the Executive shall not, directly or indirectly, without the prior written consent of the Company: (i) solicit or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any such subsidiary or affiliate; or hire for any purpose any employee of the Company or any subsidiary or affiliate or any employee who has left the employment of the Company or any subsidiary or affiliate within one year of the termination of Granteesuch employee’s employment with the Company for or any reason, Grantee agrees that Grantee will not within the Restricted Area, directly such subsidiary or indirectly, except affiliate or at any time in violation of such employee’s non-competition agreement with the Company’s prior written approval from an authorized officerCompany or any such subsidiary or affiliate; or (ii) solicit or accept employment or be retained by any Person who, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in at any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating to time during the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes term of this Agreement, “Restricted Area” shall meanwas an agent, any area in which client or customer of the Company has transacted or any of its subsidiaries or affiliates where his position will be related to the business for of the twelve Company or any such affiliate; or (12iii) months prior solicit or accept the business of any agent, client or customer of the Company or any of its subsidiaries or affiliates with respect to Grantee’s termination products, services or investments similar to those provided or supplied by the Company or any of employmentits subsidiaries or affiliates. (c) The Company and the Executive each agree that both during the Term and at all times thereafter, which includesneither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party or any of its subsidiaries or affiliates, including but is not limited to, the state(s) in which Grantee worked on behalf any officer, director, employee or shareholder of the CompanyCompany or any of its subsidiaries or affiliates. (d) In the event that the Executive breaches any provisions of Section 5 or this Section 6 or there is a threatened breach, then, in addition to any other rights which the Company may have, the United StatesCompany shall (i) be entitled, Australiawithout the posting of a bond or other security, Argentinato injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Executive to account for and pay over to the Company all compensation, Brazilprofits, Canadamonies, Chileaccruals, Chinaincrements and other benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions of Section 5 or this Section 6 and the Executive hereby agrees to account for and pay over such Benefits to the Company. The Executive agrees that in an action pursuant to this Section 6, Columbiathat if the Company makes a prima facie showing that the Executive has violated or intends to violate any of the provisions of this Section 6, Czech Republicthe Company need not prove either damage or irreparable injury in order to obtain injunctive relief. The Company and the Executive agree that any such action for injunctive or equitable relief shall be heard in a state or federal court situated in the State of California and each of the parties hereto agrees to accept service of process by registered or certified mail and to otherwise consent to the jurisdiction of such courts. (e) Each of the rights and remedies enumerated in Section 6(d) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. The Executive hereby acknowledges and agrees that the covenant against competition provided for pursuant to Section 6(a) is reasonable with respect to it duration, Denmarkgeographic area and scope. If, Egyptat the time of enforcement of this Section 6, Francea court holds that the restrictions stated herein are unreasonable under the circumstances then existing, Germanythe Parties hereto agree that the maximum duration, Greecescope or geographic area legally permissible under such circumstances will be substituted for the duration, Hong Kongscope or area state herein. If any of the covenants contained in this Section 6, Indiaor any part of any of them, Indonesiais hereafter construed or adjudicated to be invalid or unenforceable, Italy, Japan, Republic the same shall not affect the remainder of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other countries respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants. (f) In the event that an actual proceeding is brought in equity to enforce the provisions of Section 5 or this Section 6, the Executive shall not urge as a defense that there is an adequate remedy at law nor shall the Company is now conducting and be prevented from seeking any other remedies which may expand its business from time to timebe available. (g) The provisions of this Section 6 shall survive any termination of this Agreement.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) Executive understands and recognizes that her services to the Company entering into this Agreement with are special and unique and that in the Granteecourse of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information. Executive agrees that, during the Grantee agrees as follows: Term and the twelve (i12) During Granteemonth period immediately following Executive’s separation from employment with (the Company (which, for purposes of this subsection 2(g) includes its subsidiaries“Termination Restriction Period”), Grantee will notwhether such separation is voluntary or involuntary, she shall not in any manner, directly or indirectly, except for on behalf of herself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolodine or any other product being actively developed or produced by the Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for her own account, or except with as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of such Person, in any capacity that requires or could result in Executive’s intentional, unintentional, or inevitable use of the prior written approval Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, within the United States and the European Union, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of Company. Executive acknowledges that, due to the unique nature of the Business of the Company, either as the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by Executive narrowly and fairly serves such an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to important and critical business interest of the Company’s . Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are engaged in the Business of Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or productsenterprise (a “Division”) if: (i) the Division by which Executive is employed, or to its actual or demonstrably anticipated research or developmentwhich Executive provides services, nor will Grantee engage is not engaged in any other activities that conflict with Grantee’s employment obligations to the Business of Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will Executive does not within the Restricted Areaprovide services, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in to any other individual division or representative capacity, engage operating unit of such multi-divisional business or attempt enterprise engaged in or proposing to engage in any the Business of Company (individually, a “Competitive Activity relating Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise's consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive's commencement of employment with or provision of services to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeDivision.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) While Employee is employed by the Company entering into this Agreement with the Grantee, the Grantee agrees as follows: (i) During Grantee’s employment with the Company (which, for purposes of this subsection 2(g) includes its subsidiaries), Grantee will not, directly or indirectly, except for on behalf of the Company or except with the prior written approval of the Company, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee engage in any other activities that conflict with Grantee’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following after the termination or cessation of such employment by either party for any reason whatsoever, Employee will not, directly on Employee’s own behalf or indirectly for or in conjunction with others: (i) Within the Restricted Territory (as defined in subsection (b) below), engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise) that develops, manufactures, markets, licenses or sells any pharmaceutical antibiotic products that compete with the products being sold or developed by the Company at the time of Employee’s termination (collectively, the “Competitive Products”) in any management or executive role in which Employee would perform duties that are the same or substantially similar to those duties actually performed by Employee for the Company in the twelve (12) months immediately prior to the termination of GranteeEmployee’s employment, or in any position where Employee or such business or enterprise would benefit from Employee’s use or disclosure of the Company’s Proprietary Information as defined in the Confidentiality and Assignment of Inventions Agreement; (ii) Within the Restricted Territory, solicit or accept employment or be retained by an individual or entity who, at any time during the term of this Agreement, was an agent, client, licensee, or customer of the Company, where Employee would have any management or executive role or be in any position (whether as an employee, contractor or consultant) in which Employee would perform duties that are the same or substantially similar to those duties actually performed by Employee for the Company in the twelve (12) months immediately prior to the termination of Employee’s employment or in any position where Employee or such individual or entity would benefit from Employee’s use or disclosure of the Company’s Proprietary Information as defined in the Confidentiality and Assignment of Inventions Agreement; (iii) Within the Restricted Territory, become financially interested in an enterprise that is engaged, as a substantial part of its operations, in developing, manufacturing, marketing, licensing or selling the Competitive Products; provided, however, that nothing in this Agreement shall be construed to prevent Employee from owning less than five percent (5%) of the outstanding voting securities of any entity whose voting securities are listed on a national securities exchange; (iv) Solicit or accept the business of any customer of the Company whom Employee solicited or serviced for the Company during the last twelve (12) months of Employee’s employment with the Company for the purpose of selling or providing Competitive Products to such customer; and/or (v) Solicit, induce or encourage any reasonemployee, Grantee agrees that Grantee will not within consultant, or independent contractor of the Restricted Area, directly Company to terminate his or indirectly, except her employment or contracting relationship with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with 18406.55-921625 (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. b) For purposes of this Agreement, the “Restricted AreaTerritory” shall meanmeans North America; but if such territory is determined to be overly broad, any area then the United States; and, if such territory is also determined to be overly broad, then each state or province in North America in which the Company has transacted engages in material business activities or sells or licenses its products. Provided, however, that it shall not be a violation of this Section 6 for the twelve (12) months prior Employee to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf work outside of the Restricted Territory for any business or enterprise that develops, manufactures, markets, licenses or sells Competitive Products, so long as that business or enterprise does not manufacture, market, license or sell any Competitive Products that compete with the Company, ’s products within the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeRestricted Territory.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) The Employee understands and recognizes that his services to the Company entering into this Agreement with are special and unique and that in the Granteecourse of performing such services the Employee will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee agrees that, during the Grantee agrees as follows: Term and for a period of three (i3) During Grantee’s employment with the Company (whichmonths thereafter, for purposes of this subsection 2(g) includes its subsidiaries), Grantee will nothe shall not in any manner, directly or indirectly, except for on behalf of the Company himself or except any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"), enter into or engage in any business which is engaged in any business directly competitive with the prior written approval business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employee, employee, employerindependent contractor, principal, agent, consultant, agentsalesperson, principal, partner, stockholder, member, corporate officer, director or shareholder of a Person in any other individual or representative capacity, engage or attempt to engage in any a business competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee engage in any other activities that conflict with Grantee’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will not within the Restricted Area, directly or indirectly, except with geographic area of the Company’s prior written approval from an authorized officer's business, either which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as an employeedefined herein), employerthe preceding shall not apply and such restrictions on Employee's shall not exist. The Employee acknowledges that, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating due to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes unique nature of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within 's business, the Restricted Arealoss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, “Restricted Area” the Company shall meanbe deemed to be actively engaged on the date hereof in the acquisition, development and commercialization of pharmaceutical drug candidates and providing consulting services in connection therewith, and in the future in any area other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation. (b) During the Term and for a period of 12 months thereafter, the Employee shall not, directly or indirectly, without the prior written consent of the Company: (i) solicit or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any such affiliate; or hire for any purpose any employee of the Company or any affiliate or any employee who has transacted business for left the twelve (12) months prior to Grantee’s employment of the Company or any affiliate within one year of the termination of employmentsuch employee's employment with the Company or any such affiliate or at any time in violation of such employee's non-competition agreement with the Company or any such affiliate; or (ii) solicit or accept employment or be retained by any Person who, which includesat any time during the term of this Agreement, was an agent, client or customer of the Company or any of its affiliates where his position will be related to the business of the Company or any such affiliate; or (iii) solicit or accept the business of any agent, client or customer of the Company or any of its affiliates with respect to products, services or investments similar to those provided or supplied by the Company or any of its affiliates; or (iv) solicit a license of technology, including but is not limited to, patents or patent applications relating to such technology, relating to a pharmaceutical product candidate from any party (A) from which the state(sCompany or its affiliates license such technology or (B) in any party with which Grantee worked on behalf the Company or any of its affiliates has within the six months prior to the end of the CompanyTerm been negotiating to obtain a license of such technology; provided, however, that this provision shall not be construed to prohibit Employee from soliciting a party from which the Company licenses technology or is negotiating to license technology to license to the Employee (or a future employer or affiliate of Employee) an unrelated technology. (c) The Company and the Employee each agree that both during the Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the United Statesname or reputation of the other party or any of its affiliates, Australiaincluding but not limited to, Argentinaany officer, Brazildirector, Canadaemployee or shareholder of the Company or any of its affiliates. (d) In the event that the Employee breaches any provisions of Section 5 or this Section 6 or there is a threatened breach, Chilethen, Chinain addition to any other rights which the Company may have, Columbiathe Company shall (i) be entitled, Czech Republicwithout the posting of a bond or other security, Denmarkto injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Employee to account for and pay over to the Company all compensation, Egyptprofits, Francemonies, Germanyaccruals, Greeceincrements and other benefits (collectively "BENEFITS") derived or received by the Employee as a result of any transaction constituting a breach of any of the provisions of Sections 5 or 6 and the Employee hereby agrees to account for and pay over such Benefits to the Company. (e) Each of the rights and remedies enumerated in Section 6(d) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 6, Hong Kongor any part of any of them, Indiais hereafter construed or adjudicated to be invalid or unenforceable, Indonesiathe same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, Italy, Japan, Republic the parties agree that the court making such determination shall have the power to reduce the duration and/or area of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company's right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other countries respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants. (f) In the event that an actual proceeding is brought in equity to enforce the provisions of Section 5 or this Section 6, the Employee shall not urge as a defense that there is an adequate remedy at law nor shall the Company is now conducting and be prevented from seeking any other remedies which may expand its business from time be available. The Employee agrees that he shall not raise in any proceeding brought to timeenforce the provisions of Section 5 or this Section 6 that the covenants contained in such Sections limit his ability to earn a living. (g) The provisions of this Section 6 shall survive any termination of this Agreement.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of the Company entering into this Agreement with the GranteeParticipant, the Grantee Participant agrees as follows: (i) During GranteeParticipant’s employment with the Company (which, for purposes of this subsection 2(g2(j) includes its subsidiaries), Grantee Participant will not, directly or indirectly, except for on behalf of the Company or except with the prior written approval of the Company, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee Participant engage in any other activities that conflict with GranteeParticipant’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During GranteeParticipant’s employment and for a period of twelve (12) months following the termination of GranteeParticipant’s employment with the Company for any reason, Grantee Participant agrees that Grantee Participant will not within the Restricted Area, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to GranteeParticipant’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee Participant worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to time.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of the Company entering into this Agreement with the Grantee, the Grantee agrees as follows: (i) During Grantee’s employment with the Company (which, for purposes of this subsection 2(g) includes its subsidiaries), Grantee will not, directly or indirectly, except for on behalf of the Company or except with the prior written approval of the Company, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee engage in any other activities that conflict with Grantee’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will not within the Restricted Area, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to time.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration (a) Shareholder agrees that for both (x) the period between the date of the Company entering into this Agreement with and the GranteeEffective Time (except for service on the Board of Directors of CNNB and any CNNB Subsidiary), and (y) a period of two (2) years from and after the Grantee agrees as followsEffective Time, Shareholder will not: (i) During Grantee’s employment with the Company engage in a Competitive Business (which, for purposes of this subsection 2(gas defined below) includes its subsidiaries), Grantee will not, directly or indirectly, except for on behalf of the Company or except with the prior written approval of the Company, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, officer or director (or in any other individual or representative capacity, engage or attempt equivalent role); provided that the foregoing shall not prohibit the Shareholder from holding up to engage in two percent (2%) of the outstanding securities of any competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee engage in class of any other activities that conflict with Grantee’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments.publicly held company which is a Competitive Business; (ii) During Grantee’s employment (A) solicit or otherwise attempt in any manner to cause or otherwise encourage any persons who are employees of CNNB or any CNNB Subsidiary at the Effective Time (“Employees” and each individually an “Employee”) to leave the employ of CNNB, any CNNB Subsidiary, LCNB, or any LCNB Subsidiary, except by means of general advertising for a period of twelve employees not directly targeted at the Employees, or (12B) months following the termination of Grantee’s employment with the Company hire any Employee, or cause, induce or encourage any Competitive Business to hire any Employee, except for any reason, Grantee agrees that Grantee will hiring resulting from general advertising for employees not within directly targeted at the Restricted Area, directly or indirectly, except with the Company’s prior written approval from an authorized officerEmployees; or (iii) on behalf of a Competitive Business, either as an employee(A) induce, employerpersuade, consultantencourage or influence, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage induce, persuade, encourage or influence, any person (as such term is interpreted in Section 8.6 of the Merger Agreement) having a business relationship with CNNB or any Competitive Activity relating CNNB Subsidiary at the Effective Time, to the Company’s business discontinue, reduce or productsrestrict such relationship, or (B) solicit, target or divert, or attempt to its actual solicit, target or demonstrably anticipated research divert, the deposits, loans or developmentother products and services from persons who were depositors, borrowers or customers of CNNB or any CNNB Subsidiary at the Effective Time. For the purposes avoidance of this subparagraphdoubt, the Shareholder shall not be deemed to be acting “on behalf of a Competitive ActivityBusiness” shall mean perform services forif the Shareholder, have in his professional capacity as an interest inattorney or accountant, be employed by, renders legal or do business with financial advice to a client in good faith. (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. iv) For purposes of this Agreement, the term “Restricted AreaCompetitive Business” shall meanmean the business or operations of a bank, any area in which thrift, credit union, trust company, industrial bank, or registered bank holding company located within (1) the Company has transacted business for State of Ohio or (2) the twelve (12) months prior to Grantee’s termination Commonwealth of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeKentucky.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) The Executive understands and recognizes that his services to the Company entering into this Agreement with are special and unique and that in the Granteecourse of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Executive agrees that, during the Grantee agrees as follows: (i) During Grantee’s employment with the Company (whichTerm and for a period of 12 months thereafter, for purposes of this subsection 2(g) includes its subsidiaries), Grantee will nothe shall not in any manner, directly or indirectly, except for on behalf of the Company himself or except with the prior written approval of the Company, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee engage in any other activities that conflict with Grantee’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will not within the Restricted Area, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, partnership, joint venture, corporation or corporation other business entity (“Person”), enter into or engage in any business which is engaged in any activities directly or indirectly competitive with the same or Company in the Business (as defined below) (each, a similar business as “Restricted Activity”) within the geographic area of the Company’s within Business, which is deemed by the Restricted Areaparties hereto to be worldwide. The Executive acknowledges that, due to the unique nature of the Business, the loss of any of the Company’s clients or business flow or the improper use of its Confidential and Proprietary Information may create significant instability and cause substantial damage to the Company and its affiliates. Therefore, the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, “Restricted AreaBusiness” shall mean, any area means the development and commercialization of drugs and other biomedical technologies in which the Company has transacted business is actively engaged (1) for the twelve treatment, detection or prevention of cancer and (122) months prior for the treatment, detection or prevention of any other diseases, disorders, and conditions. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to Grantee’s termination prohibit the Executive from (i) engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of employment, which includes, but a Person if that Unit is not limited to, engaged in any business which is competitive with the state(s) in which Grantee worked on behalf Business of the Company, irrespective of whether some other Unit of such Person engages in such competition (as long as the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and Executive does not engage in a Restricted Activity for such other countries as Unit), or (ii) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the Business of the Company is now conducting and may expand its business from time to timeso long as such securities do not, in the aggregate, constitute more than 4% of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) Executive understands and recognizes that her services to the Company entering into this Agreement with are special and unique and that in the Granteecourse of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information. Executive agrees that, during the Grantee agrees as follows: Term and the twelve (i12) During Granteemonth period immediately following Executive’s separation from employment with (the Company (which, for purposes of this subsection 2(g) includes its subsidiaries“Termination Restriction Period”), Grantee will notwhether such separation is voluntary or involuntary, she shall not in any manner, directly or indirectly, except for on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolodine or any other product being actively developed or produced by the Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for her own account, or except with as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of such Person, in any capacity that requires or could result in Executive’s intentional, unintentional, or inevitable use of the prior written approval Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, within the United States and the European Union, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of Company. Executive acknowledges that, due to the unique nature of the Business of the Company, either as the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by Executive narrowly and fairly serves such an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to important and critical business interest of the Company’s . Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are engaged in the Business of Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or productsenterprise (a “Division”) if: (i) the Division by which Executive is employed, or to its actual or demonstrably anticipated research or developmentwhich Executive provides services, nor will Grantee engage is not engaged in any other activities that conflict with Grantee’s employment obligations to the Business of Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will Executive does not within the Restricted Areaprovide services, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in to any other individual division or representative capacity, engage operating unit of such multi-divisional business or attempt enterprise engaged in or proposing to engage in any the Business of Company (individually, a “Competitive Activity relating Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise's consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive's commencement of employment with or provision of services to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeDivision.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) Executive understands and recognizes that his services to the Company entering into this Agreement with are special and unique and that in the Granteecourse of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information. Executive agrees that, during the Grantee agrees as follows: Term and the twelve (i12) During Granteemonth period immediately following Executive’s separation from employment with (the Company (which, for purposes of this subsection 2(g) includes its subsidiaries“Termination Restriction Period”), Grantee will notwhether such separation is voluntary or involuntary, he shall not in any manner, directly or indirectly, except for on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolidine or any other product being actively developed or produced by the Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for his own account, or except with as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of such Person, in any capacity that requires or could result in Executive’s intentional or unintentional use of the prior written approval Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, anywhere in the world, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of Company. Executive acknowledges that, due to the unique nature of the Business of the Company, either as the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by Executive narrowly and fairly serves such an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to important and critical business interest of the Company’s . Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are engaged in the Business of Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or productsenterprise (a “Division”) if: (i) the Division by which Executive is employed, or to its actual or demonstrably anticipated research or developmentwhich Executive provides services, nor will Grantee engage is not engaged in any other activities that conflict with Grantee’s employment obligations to the Business of Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will Executive does not within the Restricted Areaprovide services, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in to any other individual division or representative capacity, engage operating unit of such multi-divisional business or attempt enterprise engaged in or proposing to engage in any the Business of Company (individually, a “Competitive Activity relating Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive’s commencement of employment with or provision of services to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeDivision.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) The Executive understands and recognizes that his services to the Company entering into this Agreement with are special and unique and that in the Granteecourse of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) and the Executive agrees that, during the Grantee agrees as follows: Term and for a period of eighteen (i18) During Grantee’s employment with the Company (whichmonths thereafter, for purposes of this subsection 2(g) includes its subsidiaries), Grantee will nothe shall not in any manner, directly or indirectly, except for on behalf of the Company himself or except any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the prior written approval business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, employerindependent contractor, principal, agent, consultant, agentsalesperson, principal, partner, stockholder, member, corporate officer, director or shareholder of a Person in any other individual or representative capacity, engage or attempt to engage in any a business competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee engage in any other activities that conflict with Grantee’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will not within the Restricted Area, directly or indirectly, except with geographic area of the Company’s prior written approval from an authorized officer's business, either as an employeewhich is deemed by the parties hereto to be worldwide. The Company acknowledges the need for the Executive to be EMPLOYED IN HIS PROFESSION AND WILL CONSIDER WHETHER THERE IS A SPECIFIC CONFLICT. The Executive acknowledges that, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating due to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes unique nature of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within 's business, the Restricted Arealoss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, “Restricted Area” the Company shall meanbe deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any area other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation. (b) During the Term and for a period of 18 months thereafter, the Executive shall not, directly or indirectly, without the prior written consent of the Company, which will not be unreasonably withheld: (i) solicit or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any such affiliate; or hire for any purpose any employee of the Company or any affiliate or any employee who has transacted business for left the twelve (12) months prior to Grantee’s employment of the Company or any affiliate within one year of the termination of employmentsuch employee's employment with the Company or any such affiliate or at any time in violation of such employee's non-competition agreement with the Company or any such affiliate; or (ii) solicit or accept employment or be retained by any Person who, which includesat any time during the term of this Agreement, was an agent, client or customer of the Company or any of its affiliates where his position will be related to the business of the Company or any such affiliate; or (iii) solicit or accept the business of any agent, client or customer of the Company or any of its affiliates with respect to products, services or investments similar to those provided or supplied by the Company or any of its affiliates. (c) The Company and the Executive each agree that both during the Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party or any of its affiliates, including but is not limited to, the state(s) in which Grantee worked on behalf any officer, director, employee or shareholder of the CompanyCompany or any of its affiliates. (d) In the event that the Executive breaches any provisions of Section 5 or this Section 6 or there is a threatened breach, then, in addition to any other rights which the Company may have, the United StatesCompany shall (i) be entitled, Australiawithout the posting of a bond or other security, Argentinato injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Executive to account for and pay over to the Company all compensation, Brazilprofits, Canadamonies, Chileaccruals, Chinaincrements and other benefits (collectively "BENEFITS") derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions of Sections 5 or 6 and the Executive hereby agrees to account for and pay over such Benefits to the Company. (e) Each of the rights and remedies enumerated in Section 6(d) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 6, Columbiaor any part of any of them, Czech Republicis hereafter construed or adjudicated to be invalid or unenforceable, Denmarkthe same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic the parties agree that the court making such determination shall have the power to reduce the duration and/or area of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company's right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other countries respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants. (f) In the event that an actual proceeding is brought in equity to enforce the provisions of Section 5 or this Section 6, the Executive shall not urge as a defense that there is an adequate remedy at law nor shall the Company is now conducting and be prevented from seeking any other remedies which may expand its business from time be available. The Executive agrees that he shall not raise in any proceeding brought to timeenforce the provisions of Section 5 or this Section 6 that the covenants contained in such Sections limit his ability to earn a living. (g) The provisions of this Section 6 shall survive any termination of this Agreement.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) Executive understands and recognizes that his services to the Company entering into this Agreement with are special and unique and that in the Granteecourse of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information. Executive agrees that, during the Grantee agrees as follows: Term and the twelve month period immediately following Executive’s separation from employment (i) During Grantee’s employment with the Company (which, for purposes of this subsection 2(g) includes its subsidiaries“Termination Restriction Period”), Grantee will notwhether such separation is voluntary or involuntary, he shall not in any manner, directly or indirectly, except for on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolodine or any other product being actively developed or produced by the Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for his own account, or except with as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of such Person, in any capacity that requires or could result in Executive’s intentional or unintentional use of the prior written approval Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, within the United States and the European Union, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of Company. Executive acknowledges that, due to the unique nature of the Business of the Company, either as the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by Executive narrowly and fairly serves such an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to important and critical business interest of the Company’s . Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are engaged in the Business of Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or productsenterprise (a “Division”) if: (i) the Division by which Executive is employed, or to its actual or demonstrably anticipated research or developmentwhich Executive provides services, nor will Grantee engage is not engaged in any other activities that conflict with Grantee’s employment obligations to the Business of Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will Executive does not within the Restricted Areaprovide services, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in to any other individual division or representative capacity, engage operating unit of such multi-divisional business or attempt enterprise engaged in or proposing to engage in any the Business of Company (individually, a “Competitive Activity relating Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise's consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive's commencement of employment with or provision of services to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeDivision.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of the Company entering into this Agreement with the Grantee, the Grantee agrees as follows: (i) During Grantee’s employment with the Company (which, for purposes of this subsection 2(g(h) includes its subsidiariesaffiliates), Grantee will not, directly or indirectly, except for on behalf of the Company or except with the prior written approval of the CompanyITT Corporation (“ITT”), either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee engage in any other activities that conflict with Grantee’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for For a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will not within the Restricted Areanot, directly or indirectly, except with the Company’s prior written approval from an authorized officerapproval, voluntarily or involuntarily, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activitycompetitive activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area geographic territories in which the Company has transacted business for the twelve (12) months prior to Grantee’s termination of employment, which includes, but is . Grantee further agrees that Grantee will not limited to, the state(s) engage in which Grantee worked on behalf any actions to divert or take away any customer or supplier of the Company, seek to reduce the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic amount of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as business performed or engaged in by the Company is now conducting with any customer or supplier, or provide services to, or assist in any manner any competitor, or otherwise compete with the Company in the development, manufacture, sale or licensing of any products or services competitive with the products or services developed or marketed by the Company. (iii) Throughout his or her term of employment with the Company and may expand its for a period of twelve (12) months following the Grantee’s termination of employment with the Company for any reason, the Grantee shall not, directly or indirectly, divert or attempt to divert or assist others in diverting any business from time of the Company by soliciting, contacting or communicating with any customer or supplier of the Company with whom the Grantee has direct or indirect contact or upon termination of employment has had direct or indirect contact during the twelve (12) month period immediately preceding the Grantee’s date of termination with the Company. (iv) For a period of twelve (12) months following Grantee’s termination of employment with the Company for any reason, the Grantee shall not, directly or indirectly, solicit, induce, attempt to timeinduce or assist others in attempting to induce any employee of the Company with whom the Grantee has worked or had material contact with, during the twelve (12) month period immediately preceding the termination of the Grantee’s employment, to leave the employment of the Company or a subsidiary of the Company or to accept employment or affiliation with (including as a consultant) any other company or firm of which the Grantee becomes an employee, owner, partner or consultant. (v) The Grantee agrees that throughout Grantee’s term of employment with the Company and for a period of twelve (12) months following the termination of Grantee’s employment for any reason, Grantee will not make any statements, orally or in writing, cause to be published, or in any way disseminate any information concerning the Company or any subsidiaries of the Company concerning the Company’s business, business operations or business practices that in any way, in form or substance, xxxxx, disparages or otherwise casts an unfavorable light upon the Company or any subsidiaries of the Company or upon any of their reputations or standing in the business community or the community as a whole. (vi) If the Grantee violates the terms of this subsection (h), then, in addition to any other remedy the Company might have, no amount shall be due to the Grantee under this Agreement and the Grantee shall be required to repay to the Company all amounts and Shares paid under this Agreement (or proceeds therefrom).

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) While Employee is employed by the Company entering into this Agreement with the Grantee, the Grantee agrees as follows: (i) During Grantee’s employment with the Company (which, for purposes of this subsection 2(g) includes its subsidiaries), Grantee will not, directly or indirectly, except for on behalf of the Company or except with the prior written approval of the Company, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee engage in any other activities that conflict with Grantee’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following after the termination or cessation of such employment by either party for any reason whatsoever, Employee will not, directly on Employee’s own behalf or indirectly for or in conjunction with others: (i) Within the Restricted Territory (as defined in subsection (b) below), engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise) that develops, manufactures, markets, licenses or sells any pharmaceutical antibiotic products that compete with the products being sold or developed by the Company at the time of Employee’s termination (collectively, the “Competitive Products”) in any management or executive role in which Employee would perform duties that are the same or substantially similar to those duties actually performed by Employee for the Company in the twelve (12) months immediately prior to the termination of GranteeEmployee’s employment, or in any position where Employee or such business or enterprise would benefit from Employee’s use or disclosure of the Company’s Proprietary Information as defined in the Confidentiality and Assignment of Inventions Agreement; (ii) Within the Restricted Territory, solicit or accept employment or be retained by an individual or entity who, at any time during the term of this Agreement, was an agent, client, licensee, or customer of the Company, where Employee would have any management or executive role or be in any position (whether as an employee, contractor or consultant) in which Employee would perform duties that are the same or substantially similar to those duties actually performed by Employee for the Company in the twelve (12) months immediately prior to the termination of Employee’s employment or in any position where Employee or such individual or entity would benefit from Employee’s use or disclosure of the Company’s Proprietary Information as defined in the Confidentiality and Assignment of Inventions Agreement; (iii) Within the Restricted Territory, become financially interested in an enterprise that is engaged, as a substantial part of its operations, in developing, manufacturing, marketing, licensing or selling the Competitive Products; provided, however, that nothing in this Agreement shall be construed to prevent Employee from owning less than five percent (5%) of the outstanding voting securities of any entity whose voting securities are listed on a national securities exchange; (iv) Solicit or accept the business of any customer of the Company whom Employee solicited or serviced for the Company during the last twelve (12) months of Employee’s employment with the Company for the purpose of selling or providing Competitive Products to such customer; and/or (v) Solicit, induce or encourage any reasonemployee, Grantee agrees that Grantee will not within consultant, or independent contractor of the Restricted Area, directly Company to terminate his or indirectly, except her employment or contracting relationship with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with . (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. b) For purposes of this Agreement, the “Restricted AreaTerritory” shall meanmeans North America; but if such territory is determined to be overly broad, any area then the United States; and, if such territory is also determined to be overly broad, then each state or province in North America in which the Company has transacted engages in material business activities or sells or licenses its products. Provided, however, that it shall not be a violation of this Section 6 for the twelve (12) months prior Employee to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf work outside of the Restricted Territory for any business or enterprise that develops, manufactures, markets, licenses or sells Competitive Products, so long as that business or enterprise does not manufacture, market, license or sell any Competitive Products that compete with the Company, ’s products within the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeRestricted Territory.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration (a) Executive understands and recognizes that his services to Company are special and unique and that in the course of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information and Executive agrees that, during the Company entering into this Agreement with Term and the Grantee, twelve month period immediately following Executive’s separation from employment (the Grantee agrees as follows: (i) During Grantee’s employment with the Company (which, for purposes of this subsection 2(g) includes its subsidiaries“Termination Restriction Period”), Grantee will notwhether such separation is voluntary or involuntary, he shall not in any manner, directly or indirectly, except for on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("Person"), enter into or engage in any business involving the Company development or except with commercialization of a preventive anti-infective product that would be a direct competitor of Neutrolin or a product containing taurolidine (the prior written approval “Business of the Company”), either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, employerindependent contractor, principal, agent, consultant, agentsalesperson, principal, partner, stockholder, member, corporate officer, director or shareholder of such Person, in any other individual capacity that requires or representative capacitycould result in Executive’s intentional or unintentional use of the Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, engage or attempt to within the United States and the European Union, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in any competitive activity relating the Business of Company. Executive acknowledges that, due to the unique nature of Company’s 's business, Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of Company. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are engaged in the Business of Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or productsenterprise (a “Division”) if: (i) the Division by which Executive is employed, or to its actual or demonstrably anticipated research or developmentwhich Executive provides services, nor will Grantee engage is not engaged in any other activities that conflict with Grantee’s employment obligations to the Business of Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will Executive does not within the Restricted Areaprovide services, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in to any other individual division or representative capacity, engage operating unit of such multi-divisional business or attempt enterprise engaged in or proposing to engage in any the Business of Company (individually, a “Competitive Activity relating Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise's consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive's commencement of employment with or provision of services to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeDivision.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) Executive understands and recognizes that his services to the Company entering into this Agreement with are special and unique and that in the Granteecourse of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information. Executive agrees that, during the Grantee agrees as follows: Term and the twelve (i) During Grantee12)-month period immediately following Executive’s separation from employment with (the Company (which, for purposes of this subsection 2(g) includes its subsidiaries“Termination Restriction Period”), Grantee will notwhether such separation is voluntary or involuntary, he shall not in any manner, directly or indirectly, except for on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business involving the development or commercialization of a preventive anti-infective product that would be a competitor of (i) Neutrolin, (ii) a product containing taurolodine or (iii) any other product being actively developed or produced by the Company as of the date of Executive’s termination of employment (provided that, in the case of this subsection (iii), the Board determines that such product is material to the value of the Company) (the “Business of Company”), either as an individual for his own account, or except with as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of such Person, in any capacity that requires or could result in Executive’s intentional or unintentional use of the prior written approval Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, anywhere in the world, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of Company. Executive acknowledges that, due to the unique nature of the Business of the Company, either as the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by Executive narrowly and fairly serves such an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to important and critical business interest of the Company’s . Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are engaged in the Business of Company, so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or productsenterprise (a “Division”) if: (i) the Division by which Executive is employed, or to its actual or demonstrably anticipated research or developmentwhich Executive provides services, nor will Grantee engage is not engaged in any other activities that conflict with Grantee’s employment obligations to the Business of Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will Executive does not within the Restricted Areaprovide services, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in to any other individual division or representative capacity, engage operating unit of such multi-divisional business or attempt enterprise engaged in or proposing to engage in any the Business of Company (individually, a “Competitive Activity relating Division” and collectively, the “Competitive Divisions”), and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive’s commencement of employment with or provision of services to the Company’s Division, or the Board determines that the Competitive Divisions are not material to the value of such multi-divisional business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeenterprise.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) The Employee understands and recognizes that his services to the Company entering into this Agreement with are special and unique and that in the Granteecourse of performing such services the Employee will have access to and knowledge of Confidential and Proprietary Information and the Employee agrees that, during the Grantee agrees as follows: Term and for a period of six (i6) During Grantee’s employment with the Company (whichmonths thereafter, for purposes of this subsection 2(g) includes its subsidiaries), Grantee will nothe shall not in any manner, directly or indirectly, except for on behalf of the Company himself or except with the prior written approval of the Company, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee engage in any other activities that conflict with Grantee’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will not within the Restricted Area, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, partnership, joint venture, corporation or corporation other business entity (“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the same business of the Company (a “Subsequent Employer”), either as an individual for his own account, or as a similar partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business as competitive with the Company, within the geographic area of the Company’s within business, which is deemed by the Restricted Areaparties hereto to be the United States; provided, however, that the Employee may enter into or engage in any Subsequent Employer as long as the Employee does not provide services to that portion or portions of such Subsequent Employer’s business that is directly or indirectly competitive with the business of the Company. The Employee acknowledges that, due to the unique nature of the Company’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, “Restricted Area” the Company shall meanbe deemed to be actively engaged in the development and commercialization of therapeutics (including drugs, any area medical devices and vaccines) for those indications in which the Company or any of its direct or indirect subsidiaries is actively engaged or has transacted taken reasonable steps to become engaged at the time of the termination of the Employee’s employment or during the two year period prior thereto. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation. (b) The Employee hereby acknowledges and agrees that the covenant against competition provided for pursuant to Section 6(a) is reasonable with respect to its duration, geographic area and scope. If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum duration, scope or geographic area legally permissible under such circumstances will be substituted for the twelve duration, scope or area stated herein. (12c) During the Term and for a period of six (6) months thereafter, the Employee shall not, directly or indirectly, without the prior written consent of the Company: (i) solicit or induce any employee of the Company or any of its affiliates to Grantee’s leave the employ of the Company or any such affiliate; or hire for any purpose any employee of the Company or any affiliate or any employee who has left the employment of the Company or any affiliate within one year of the termination of employmentsuch employee’s employment with the Company or any such affiliate or at any time in violation of such employee’s non-competition agreement with the Company or any such affiliate; or (ii) solicit or accept employment or be retained by any Person who, which includesat any time during the Term of this Agreement, was an agent, client or customer of the Company where his position will be related to the business of the Company; or (iii) solicit or accept the business of any agent, client or customer of the Company with respect to products or services similar to those provided or supplied by the Company. (d) The Company and the Employee each agree that both during the Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party or any of its affiliates, including but is not limited to, the state(s) in which Grantee worked on behalf any officer, director, employee or shareholder of the CompanyCompany or any of its affiliates. (e) In the event that the Employee breaches any provisions of Section 5 or this Section 6 or there is a threatened breach, then, in addition to any other rights which the Company may have, the United StatesCompany shall (i) be entitled, Australiawithout the posting of a bond or other security, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela to injunctive relief to enforce the restrictions contained in such Sections and such other countries as (ii) have the right to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Employee as a result of any transaction constituting a breach of any of the provisions of Sections 5 or 6 and the Employee hereby agrees to account for and pay over such Benefits to the Company. The Company and the Employee agree that any such action for injunctive or equitable relief shall be heard in a state or federal court situated in the County and State of New York and each of the parties hereto agrees to accept service of process by registered or certified mail and to otherwise consent to the personal jurisdiction of such courts. The Employee agrees that in an action pursuant to Sections 5 or 6, that if the Company makes a prima facie showing that the Employee has violated or apparently intends to violate any of the provisions of Sections 5 or 6, the Company need not prove either damage or irreparable injury in order to obtain injunctive relief. (f) Each of the rights and remedies enumerated in Section 6(e) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. In the event that an actual proceeding is now conducting and brought in equity to enforce the provisions of Section 5 or this Section 6, the Employee shall not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may expand its business from time to timebe available. (g) The provisions of this Section 6 shall survive any termination of this Agreement.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) Executive understands and recognizes that her services to the Company entering into this Agreement with are special and unique and that in the Granteecourse of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information. Executive agrees that, during the Grantee agrees as follows: Term and the twelve (i12) During Granteemonth period immediately following Executive’s separation from employment with (the Company (which, for purposes of this subsection 2(g) includes its subsidiaries“Termination Restriction Period”), Grantee will notwhether such separation is voluntary or involuntary, she shall not in any manner, directly or indirectly, except for on behalf of herself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolodine or any other product being actively developed or produced by the Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for her own account, or except with as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of such Person, in any capacity that requires or could result in Executive’s intentional or unintentional use of the prior written approval Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, anywhere in the world, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of Company. Executive acknowledges that, due to the unique nature of the Business of the Company, either as the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by Executive narrowly and fairly serves such an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to important and critical business interest of the Company’s . Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are engaged in the Business of Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or productsenterprise (a “Division”) if: (i) the Division by which Executive is employed, or to its actual or demonstrably anticipated research or developmentwhich Executive provides services, nor will Grantee engage is not engaged in any other activities that conflict with Grantee’s employment obligations to the Business of Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will Executive does not within the Restricted Areaprovide services, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in to any other individual division or representative capacity, engage operating unit of such multi-divisional business or attempt enterprise engaged in or proposing to engage in any the Business of Company (individually, a “Competitive Activity relating Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive’s commencement of employment with or provision of services to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeDivision.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) Executive understands and recognizes that her services to the Company entering into this Agreement with are special and unique and that in the Granteecourse of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information. Executive agrees that, during the Grantee agrees as follows: Term and the twelve (i12) During Granteemonth period immediately following Executive’s separation from employment with (the Company (which, for purposes of this subsection 2(g) includes its subsidiaries“Termination Restriction Period”), Grantee will notwhether such separation is voluntary or involuntary, she shall not in any manner, directly or indirectly, except for on behalf of herself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolidine or any other product being actively developed or produced by the Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for her own account, or except with as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of such Person, in any capacity that requires or could result in Executive’s intentional, unintentional, or inevitable use of the prior written approval Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, within the United States and the European Union, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of Company. Executive acknowledges that, due to the unique nature of the Business of the Company, either as the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by Executive narrowly and fairly serves such an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to important and critical business interest of the Company’s . Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are engaged in the Business of Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or productsenterprise (a “Division”) if: (i) the Division by which Executive is employed, or to its actual or demonstrably anticipated research or developmentwhich Executive provides services, nor will Grantee engage is not engaged in any other activities that conflict with Grantee’s employment obligations to the Business of Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will Executive does not within the Restricted Areaprovide services, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in to any other individual division or representative capacity, engage operating unit of such multi-divisional business or attempt enterprise engaged in or proposing to engage in any the Business of Company (individually, a “Competitive Activity relating Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise's consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive's commencement of employment with or provision of services to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeDivision.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of the Company entering into this Agreement with the GranteeOptionee, the Grantee Optionee agrees as follows: (i) During Granteethe Optionee’s employment with the Company (which, for purposes of this subsection 2(g2(h) includes its subsidiaries), Grantee Optionee will not, directly or indirectly, except for on behalf of the Company or except with the prior written approval of the Company, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee Optionee engage in any other activities that conflict with GranteeOptionee’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Granteethe Optionee’s employment and for a period of twelve (12) months following the termination of Granteethe Optionee’s employment with the Company for any reason, Grantee the Optionee agrees that Grantee the Optionee will not within the Restricted Area, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to Granteethe Optionee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee Optionee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to time.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) While Executive is employed by the Company entering into this Agreement and for a period of eighteen (18) months after the termination or cessation of such employment by either party for any reason whatsoever, Executive will not, directly on her own behalf or indirectly for or in conjunction with the Grantee, the Grantee agrees as followsothers: (i) During GranteeWithin the Restricted Territory (as defined in subsection (b) below), engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise) that develops, manufactures, markets, licenses or sells any pharmaceutical antibiotic products that compete with the products being sold or developed by the Company at the time of Executive’s termination (collectively, the “Competitive Products”) in any management or executive role in which Executive would perform duties that are the same or substantially similar to those duties actually performed by Executive for the Company prior to the termination of Executive’s employment with or in any position where Executive or such business or enterprise would benefit from Executive’s use or disclosure of the Company Company’s Proprietary Information as defined in the Confidentiality and Assignment of Inventions Agreement; (whichii) Within the Restricted Territory, for purposes solicit or accept employment or be retained by an individual or entity who, at any time during the term of this subsection 2(g) includes its subsidiaries)Agreement, Grantee will notwas an agent, directly client, licensee, or indirectly, except for on behalf of the Company or except with the prior written approval customer of the Company, either where Executive would have any management or executive role or be in any position (whether as an employee, employer, contractor or consultant, agent, principal, partner, stockholder, member, corporate officer, director ) in which Executive would perform duties that are the same or substantially similar to those duties actually performed by Executive for the Company prior to the termination of Executive’s employment or in any other position where Executive or such individual or representative capacity, engage entity would benefit from Executive’s use or attempt to engage in any competitive activity relating to disclosure of the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee engage Proprietary Information as defined in any other activities that conflict with Grantee’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code Confidentiality and Assignment of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments.Inventions Agreement; (iiiii) During Grantee’s employment and Within the Restricted Territory, become financially interested in an enterprise that is engaged, as a substantial part of its operations, in developing, manufacturing, marketing, licensing or selling the Competitive Products; provided, however, that nothing in this Agreement shall be construed to prevent Executive from owning less than five percent (5%) of the outstanding voting securities of any entity whose voting securities are listed on a national securities exchange; (iv) Solicit or accept the business of any customer of the Company whom Executive solicited or serviced for a period of twelve the Company during the last eighteen (1218) months following the termination of GranteeExecutive’s employment with the Company for the purpose of selling or providing Competitive Products to such customer; and/or (v) Solicit, induce or encourage any reasonemployee, Grantee agrees that Grantee will not within consultant, or independent contractor of the Restricted Area, directly Company to terminate the employment or indirectly, except contracting relationship with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with . (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. b) For purposes of this Agreement, the “Restricted AreaTerritory” shall meanmeans North America; if such territory is determined to be overly broad, the United States; or, if such territory is determined to be overly broad, any area state or province in which the Company has transacted engages in business or sells or licenses its products. Provided, however, it shall not be a violation of this Section 5 for the twelve (12) months prior Executive to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf work for any Competitor located outside of the Restricted Territory, so long as that Competitor does not manufacture, market, license or sell any Competitive Products that compete with the Company, ’s products within the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeRestricted Territory.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of the Company entering into this Agreement with the Grantee, the Grantee agrees as follows: (i) During Grantee’s employment with the Company (which, for purposes of this subsection 2(g) includes its subsidiaries), Grantee will not, directly or indirectly, except for on behalf of the Company or except with the prior written approval of the Company, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will Grantee engage in any other activities that conflict with Grantee’s employment obligations to the Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will not within the Restricted Area, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any Competitive Activity relating to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to time.or

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of (a) Executive understands and recognizes that his services to the Company entering into this Agreement with are special and unique and that in the Granteecourse of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information. Executive agrees that, during the Grantee agrees as follows: Term and the twelve month period immediately following Executive’s separation from employment (i) During Grantee’s employment with the Company (which, for purposes of this subsection 2(g) includes its subsidiaries“Termination Restriction Period”), Grantee will notwhether such separation is voluntary or involuntary, he shall not in any manner, directly or indirectly, except for on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolodine or any other product being actively developed or produced by the Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for his own account, or except with as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of such Person, in any capacity that requires or could result in Executive’s intentional or unintentional use of the prior written approval Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, anywhere in the world, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of Company. Executive acknowledges that, due to the unique nature of the Business of the Company, either as the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by Executive narrowly and fairly serves such an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to important and critical business interest of the Company’s . Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are engaged in the Business of Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or productsenterprise (a “Division”) if: (i) the Division by which Executive is employed, or to its actual or demonstrably anticipated research or developmentwhich Executive provides services, nor will Grantee engage is not engaged in any other activities that conflict with Grantee’s employment obligations to the Business of Company, where such activities (other employment, occupations, consulting, business activities, commitments, anticipated research or development, or conflicts) violate ITT’s Code of Conduct. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments. (ii) During Grantee’s employment and for a period of twelve (12) months following the termination of Grantee’s employment with the Company for any reason, Grantee agrees that Grantee will Executive does not within the Restricted Areaprovide services, directly or indirectly, except with the Company’s prior written approval from an authorized officer, either as an employee, employer, consultant, agent, principal, partner, stockholder, member, corporate officer, director or in to any other individual division or representative capacity, engage operating unit of such multi-divisional business or attempt enterprise engaged in or proposing to engage in any the Business of Company (individually, a “Competitive Activity relating Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive’s commencement of employment with or provision of services to the Company’s business or products, or to its actual or demonstrably anticipated research or development. For the purposes of this subparagraph, “Competitive Activity” shall mean perform services for, have an interest in, be employed by, or do business with (including as a consultant), any person, firm, or corporation engaged in the same or a similar business as the Company’s within the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean, any area in which the Company has transacted business for the twelve (12) months prior to Grantee’s termination of employment, which includes, but is not limited to, the state(s) in which Grantee worked on behalf of the Company, the United States, Australia, Argentina, Brazil, Canada, Chile, China, Columbia, Czech Republic, Denmark, Egypt, France, Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Republic of Korea, Luxembourg, Mexico, Netherlands, Peru, Poland, Russia, Saudi Arabia, Singapore, Spain, Taiwan, Thailand, United Arab Emirates, United Kingdom, Venezuela and such other countries as the Company is now conducting and may expand its business from time to timeDivision.