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

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive hereby agrees that while he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, he will not, directly or indirectly, engage in any business or activity competitive with any project, asset, or partnership in which, during Executive’s employment, the Company was engaged or was planning to become engaged, including without limitation the development, production, marketing or sale of Calcitonin products. (b) The Executive hereby agrees that while he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, he will not directly or indirectly solicit for employment, employ, engage, advise or recommend to any other person or entity that they employ or solicit for employment or retention as an employee or consultant, or otherwise interfere with the relationship of Company with, any person who is an employee of, or exclusive consultant to, Company. While he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, Executive further agrees that he will not solicit, encourage, or induce any contact, contractor, agent, client, customer, or the like of Company to terminate its/his/her relationship (contractual or otherwise) with Company (in whole or in part), or to refrain from entering into a relationship (contractual or otherwise) with Company, including without limitation any prospective contact, contractor, agent, client, customer, or the like of Company. (c) During the Term of this Agreement and thereafter, neither Executive, nor any person acting on behalf of Executive, shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, Company or any of its directors, officers, managers, or employees in any forum or through any medium of communication. Except as permitted or required by law, following the termination for any reason of Executive’s employment, no officer or director of the Company shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, Executive. (d) The Executive agrees that the provisions of this Section 11 are necessary and reasonable to protect the Company in the conduct of its business. In the event of a breach or threatened breach by the Executive of any of the provisions of this Section 11, the Company, without being required to post a bond, shall be entitled to injunctive relief, in addition to any other damages to which it may be entitled, as well as the costs and reasonable attorneys’ fees it incurs in enforcing its rights under this Section 11. If any restriction contained in this Section 11 shall be deemed to be invalid or unenforceable by reason of the extent, duration or geographic scope thereof, then the Company and/or court shall have the right to reduce such extent, duration, geographic scope or other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby. The parties agree and intend that Executive’s obligations under this Section 11 shall be tolled during any period that Executive is in breach of any of the obligations under this Section 11, so that Company is provided with the full benefit of the restrictive periods set forth herein. Company’s obligations to make any payments or confer any benefit under this Agreement, other than to pay for compensation and benefits accrued but unpaid up to the date of termination, will automatically and immediately terminate in the event that Executive breaches any of his obligations under this Section 11.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive hereby agrees understands and recognizes that while he is employed by his services to the Company are special and unique and that in the course 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 Term and for a period of one (1twelve ( 12 ) year following the termination for any reason of his employmentmonths thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or 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 business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business. The Company acknowledges the need for the Executive to be employed in his profession and will consider whether there is a specific conflict. (b) During the Term and for a period of 12 months thereafter, the Executive shall not, directly or indirectly, engage in without the prior written consent of the Company: (i) solicit or induce any business or activity competitive with any project, asset, or partnership in which, during Executive’s employment, employee of the Company was engaged or was planning any of its affiliates to become engaged, including without limitation leave the development, production, marketing employ of the Company or sale any such affiliate; or hire for any purpose any employee of Calcitonin products.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 such 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 (bii) The Executive hereby agrees that while he is employed solicit or accept employment or be retained by any Person who, at 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 or services similar to those provided or supplied by the Company and for a period or any of one (1) year following the termination for any reason of his employment, he will not directly or indirectly solicit for employment, employ, engage, advise or recommend to any other person or entity that they employ or solicit for employment or retention as an employee or consultant, or otherwise interfere with the relationship of Company with, any person who is an employee of, or exclusive consultant to, Company. While he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, Executive further agrees that he will not solicit, encourage, or induce any contact, contractor, agent, client, customer, or the like of Company to terminate its/his/her relationship (contractual or otherwise) with Company (in whole or in part), or to refrain from entering into a relationship (contractual or otherwise) with Company, including without limitation any prospective contact, contractor, agent, client, customer, or the like of Companyits affiliates. (c) During The Company and the Executive each agree that both during the Term of this Agreement and at all times thereafter, neither Executive, nor any person acting on behalf of Executive, party shall disparage directly or cause to be disparaged in any forum or through any medium of communicationindirectly disparage, whether directly or indirectlynot true, the name or reputation of the other party or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its directors, officers, managers, or employees in any forum or through any medium of communication. Except as permitted or required by law, following the termination for any reason of Executive’s employment, no officer or director of the Company shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, Executiveaffiliates. (d) The Executive agrees that the provisions of this Section 11 are necessary and reasonable to protect the Company in the conduct of its business. 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 Company shall (i) be entitled, without the posting of a breach bond or threatened breach other security, to 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, profits, monies, accruals, increments 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 this Section 11, Sections 5 or 6 and the Executive hereby agrees to account for and pay over such Benefits to the Company, without being required to post a bond, . (e) Each of the rights and remedies enumerated in Section 6(d) shall be entitled to injunctive relief, independent of the others and shall be in addition to and not in lieu of any other damages rights and remedies available to which it may be entitled, as well as the costs and reasonable attorneys’ fees it incurs Company at law or in enforcing its rights under this Section 11equity. If any restriction of the covenants contained in this Section 11 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be deemed 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 by reason because of the extentduration of such provision or the area covered thereby, duration or geographic scope thereof, then the Company and/or parties agree that the court making such determination shall have the right power to reduce the duration and/or area of such extent, duration, geographic scope or other provisions thereof, provision and in their its reduced form such restrictions provision shall then be enforceable 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 manner contemplated hereby. The parties agree courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and intend that Executive’s obligations under independent covenants. (f) Notwithstanding any provision contained herein to the contrary, the provisions of this Section 11 6 shall immediately terminate, shall be tolled during any period that void and of no force or effect if (i) the Executive is in breach terminated by the Board of any Directors of the obligations under Company upon the occurrence of a Change of Control as set forth in Section 8(c) herein or (ii) if the Executive terminates this Agreement pursuant to Section 8(d) herein. (g) The provisions of this Section 11, so that Company is provided with the full benefit 6 shall survive any termination of the restrictive periods set forth herein. Company’s obligations to make any payments or confer any benefit under this Agreement, other than to pay for compensation and benefits accrued but unpaid up to the date of termination, will automatically and immediately terminate in the event that Executive breaches any of his obligations under this Section 11.

Non-Competition, Non-Solicitation and Non-Disparagement. Because of Consultant’s opportunity to develop relationships with existing employees, customers, and other business associates of the Corporation, which relationships constitute goodwill of the Corporation, and because the Corporation would be irreparably damaged if Consultant were to take actions that would damage or misappropriate such goodwill, Consultant accordingly covenants and agrees as follows: (aA) The Executive hereby agrees that while he is During the Restricted Period, Consultant shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, have an ownership or equity interest in, or have a financial or other interest in, any business which engages in any aspect of the Company and Restricted Business within the State of New York, whether for a period of one (1) year following the termination or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any reason other Person, provided that the aggregate ownership by Consultant of no more than two percent (2%) of the outstanding equity shall not be deemed to be giving or lending funds to, otherwise financing or having a financial interest in a competitor. In the event that any Person in which Consultant has any financial or other interest directly or indirectly enters into the Restricted Business during the Restricted Period, Consultant shall divest all of his employmentor her interest (other than any amount permitted under this paragraph) in such Person within thirty (30) days after such Person enters into any aspect of the Restricted Business. (B) Consultant covenants and agrees that, he during the Restricted Period, Consultant will not, directly or indirectly, engage in either for himself or for any business other Person: (i) solicit any employee of the Corporation to terminate his or activity her employment with the Corporation or employ any such individual during his or her employment with the Corporation and for a period of twelve (12) months after such individual terminates employment with the Corporation; (ii) solicit any supplier to the Corporation to purchase or distribute information, products or services of or on behalf of Consultant or such other Person that are competitive with the information, products or services provided by the Corporation; (iii) request or advise any projectpresent or future customer of the Corporation to withdraw, asset, curtail or partnership in which, during Executive’s employment, cancel its business dealings with the Company was engaged Corporation; or was planning commit any other act or assist others to become engagedcommit any other act which might injure the business of the Corporation. (iv) take any action, including without limitation the developmentmaking of disparaging statements concerning the Corporation, productionits members, marketing managers, officers, directors or sale of Calcitonin products. (b) The Executive hereby agrees employees, that while he is employed by reasonably likely to cause injury to the Company and for a period of one (1) year following relationships between the termination for any reason of his employment, he will not directly or indirectly solicit for employment, employ, engage, advise or recommend to any other person or entity that they employ or solicit for employment or retention as an employee or consultant, or otherwise interfere with the relationship of Company with, any person who is an employee of, or exclusive consultant to, Company. While he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, Executive further agrees that he will not solicit, encourage, or induce any contact, contractor, agent, client, customer, or the like of Company to terminate its/his/her relationship (contractual or otherwise) with Company (in whole or in part), or to refrain from entering into a relationship (contractual or otherwise) with Company, including without limitation any prospective contact, contractor, agent, client, customer, or the like of Company. (c) During the Term of this Agreement and thereafter, neither Executive, nor any person acting on behalf of Executive, shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, Company Corporation or any of its directorsemployees and any lessor, officerslessee, managersvendor, supplier, customer, distributor, employee, consultant or employees in any forum or through any medium of communication. Except as permitted or required by law, following the termination for any reason of Executive’s employment, no officer or director other business associate of the Company shall disparage or cause Corporation, as such relationship relates to be disparaged in any forum or through any medium the Corporation’s conduct of communication, whether directly or indirectly, Executivethe Restricted Business. (dC) The Executive agrees Consultant understands that the provisions foregoing restrictions may limit his ability to earn a livelihood in a business similar to the Restricted Business, but Consultant nevertheless believes that he has received and will receive sufficient consideration and other benefits as a result of this Section 11 are necessary and reasonable his or her employment with the Corporation to protect the Company in the conduct of its business. In the event of a breach or threatened breach by the Executive of any of the provisions of this Section 11, the Company, without being required to post a bond, shall be entitled to injunctive reliefclearly justify such restrictions which, in addition to any other damages to which it may be entitledevent (given the Consultant’s education, as well as the costs skills and reasonable attorneys’ fees it incurs in enforcing its rights under this Section 11. If any restriction contained in this Section 11 shall be deemed to be invalid or unenforceable by reason of the extentability), duration or geographic scope thereof, then the Company and/or court shall have the right to reduce such extent, duration, geographic scope or other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby. The parties agree and intend that Executive’s obligations under this Section 11 shall be tolled during any period that Executive is in breach of any of the obligations under this Section 11, so that Company is provided with the full benefit of the restrictive periods set forth herein. Company’s obligations to make any payments or confer any benefit under this Agreement, other than to pay for compensation and benefits accrued but unpaid up to the date of termination, will automatically and immediately terminate in the event that Executive breaches any of his obligations under this Section 11Consultant does not believe would prevent him from otherwise earning a living.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive hereby agrees acknowledges that while he is employed the services to be performed by her under this Agreement are of a special, unique, unusual, extraordinary and intellectual character, and the Company provisions of this Section 7 are reasonable and necessary to protect the Business. (b) In consideration of the foregoing acknowledgments by Executive, and in consideration of the compensation and benefits to be paid or provided to Executive by Company, Executive covenants that she will not, during the term of this Agreement and for a period of one (1) year following thereafter, directly or indirectly: (1) except in the termination for course of her employment hereunder, and except as permitted by Section 8 hereof, engage or materially invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any reason manner connected with, any business whose products or services materially compete with the products or services of his employmentCompany or any of its affiliated companies including, he will notwithout limitation, any parent, subsidiary or other corporately related entity that directly or indirectly controls, or is under common control with, or is controlled by, such specified entity (a “Company Affiliate”). As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, engage in any business of power to direct or activity competitive with any projectcause the direction of the management or policies (whether through ownership of securities or partnership or other ownership interests, assetby contract, or partnership in which, during otherwise);or (2) whether for Executive’s employmentown account or for the account of any other person, solicit business of the same or similar type as the Company’s Business or the business of any Company was engaged Affiliate, from any person or was planning entity known by Executive to become engagedbe a customer of Company or any Company Affiliate, including without limitation the development, production, marketing whether or sale not Executive had personal contact with such person or entity during and by reason of Calcitonin products.Executive’s employment with Company; or (b3) The Executive hereby agrees that while he is employed by whether for Executive’s own account or the Company and for a period account of one (1) year following the termination for any reason of his employment, he will not directly or indirectly solicit for employment, employ, engage, advise or recommend to any other person or entity that they (i) solicit, employ or solicit for employment or retention otherwise engage as an employee employee, independent contractor or consultant, or otherwise interfere with the relationship of Company withotherwise, any person who is or was an employee ofof Company or any Company Affiliate at any time during the term of this Agreement or in any manner induce or attempt to induce any employee of Company or any Company Affiliate to terminate his/her employment with Company or Company Affiliate, or exclusive consultant to(ii) materially interfere with Company’s or any Company Affiliate relationship with any person or entity, Company. While he is employed by including any person or entity who at any time during the Company and for a period term of one (1) year following the termination for any reason of his employment, Executive further agrees that he will not solicit, encourage, or induce any contactthis Agreement was an employee, contractor, agent, client, customer, supplier or the like customer of Company to terminate its/his/her relationship (contractual or otherwise) with any Company (in whole or in part), or to refrain from entering into a relationship (contractual or otherwise) with Company, including without limitation any prospective contact, contractor, agent, client, customer, or the like of CompanyAffiliate. (c) During the Term If any covenant of this Agreement Section 7 is held to be unreasonable, arbitrary or against public policy, such covenant shall be considered to be divisible with respect to scope, time and thereaftergeographic area, neither Executiveand such lesser scope, nor any person acting on behalf time or geographic area, or all of Executivethem, as a court of competent jurisdiction may determine to be reasonable, not arbitrary and not against public policy, shall disparage or cause to be disparaged in any forum or through any medium of communicationeffective, whether directly or indirectly, Company or any of its directors, officers, managers, or employees in any forum or through any medium of communication. Except as permitted or required by law, following the termination for any reason of Executive’s employment, no officer or director of the Company shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, binding and enforceable against Executive. (d) The Executive acknowledges and agrees that should Executive transfer between or among Company and a Company Affiliate wherever situated, or otherwise become employed by any Company Affiliate, or should she be promoted or reassigned to functions other than the provisions duties set forth in this Agreement, or should Executive’s compensation and benefit package change (either higher or lower), the terms of this Section 11 are necessary 7 shall continue to apply with full force. (e) Executive agrees and reasonable to protect acknowledges that Company does not have an adequate remedy at law for the Company in the conduct of its business. In the event of a breach or threatened breach by the Executive of any of the provisions of this Section 11, the Company, without being required to post a bond, shall be entitled to injunctive relief7 and agrees that Company may, in addition to any the other damages to remedies which it may be entitled, as well as the costs and reasonable attorneys’ fees available to it incurs in enforcing its rights under this Section 11. If any restriction contained in this Section 11 shall be deemed to be invalid or unenforceable by reason of the extent, duration or geographic scope thereof, then the Company and/or court shall have the right to reduce such extent, duration, geographic scope or other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby. The parties agree and intend that Executive’s obligations under this Section 11 shall be tolled during any period that Executive is in breach of any of the obligations under this Section 11, so that Company is provided with the full benefit of the restrictive periods set forth herein. Company’s obligations to make any payments or confer any benefit under this Agreement, other than file suit in equity to pay for compensation and benefits accrued but unpaid up enjoin Executive from such breach or threatened breach. (f) Notwithstanding the foregoing, except in the case of termination pursuant to the date Section 6(a) (Death or Disability of terminationExecutive) or Section 6(b) (Termination “For Cause”), will automatically and immediately terminate in the event that (i) Company terminates this Agreement prior to the end of the Term, or Executive breaches terminates for Good Reason and (ii) Company has not paid to Executive the Severance payable pursuant to Section 6(e) (Severance Payment; Limitation of Liability), which is not cured and made current within 30 days after written notice thereof is received by Company, then and in lieu of Severance Executive may instead elect, in written notice given to Company, to waive any Severance which may otherwise be due and owing to Executive pursuant to Section 6(e) above in exchange for the restrictions of his obligations under this Section 117(b) being deemed null and void and unenforceable against Executive, and Company shall not attempt to enforce the same following Executive’s election.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive hereby agrees understands and recognizes that while he is employed by his services to the Company are special and unique and that in the course 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 Term and for a period of one (1twelve ( 12 ) year following the termination for any reason of his employmentmonths thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or 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 business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business. The Company acknowledges the need for the Executive to be employed in his profession and will consider whether there is a specific conflict. (b) During the Term and for a period of 12 months thereafter, the Executive shall not, directly or indirectly, engage in without the prior written consent of the Company: (i) solicit or induce any business or activity competitive with any project, asset, or partnership in which, during Executive’s employment, employee of the Company was engaged or was planning any of its affiliates to become engaged, including without limitation leave the development, production, marketing employ of the Company or sale any such affiliate; or hire for any purpose any employee of Calcitonin products.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 such 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 (bii) The Executive hereby agrees that while he is employed solicit or accept employment or be retained by any Person who, at 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 or services similar to those provided or supplied by the Company and for a period or any of one (1) year following the termination for any reason of his employment, he will not directly or indirectly solicit for employment, employ, engage, advise or recommend to any other person or entity that they employ or solicit for employment or retention as an employee or consultant, or otherwise interfere with the relationship of Company with, any person who is an employee of, or exclusive consultant to, Company. While he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, Executive further agrees that he will not solicit, encourage, or induce any contact, contractor, agent, client, customer, or the like of Company to terminate its/his/her relationship (contractual or otherwise) with Company (in whole or in part), or to refrain from entering into a relationship (contractual or otherwise) with Company, including without limitation any prospective contact, contractor, agent, client, customer, or the like of Companyits affiliates. (c) During The Company and The Executive each agree that both during the Term of this Agreement and at all times thereafter, neither Executive, nor any person acting on behalf of Executive, party shall disparage directly or cause to be disparaged in any forum or through any medium of communicationindirectly disparage, whether directly or indirectlynot true, the name or reputation of the other party or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its directors, officers, managers, or employees in any forum or through any medium of communication. Except as permitted or required by law, following the termination for any reason of Executive’s employment, no officer or director of the Company shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, Executiveaffiliates. (d) The Executive agrees that the provisions of this Section 11 are necessary and reasonable to protect the Company in the conduct of its business. 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 Company shall (i) be entitled, without the posting of a breach bond or threatened breach other security, to 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, profits, monies, accruals, increments 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 this Section 11, Sections 5 or 6 and the Executive hereby agrees to account for and pay over such Benefits to the Company, without being required to post a bond, . (e) Each of the rights and remedies enumerated in Section 6(d) shall be entitled to injunctive relief, independent of the others and shall be in addition to and not in lieu of any other damages rights and remedies available to which it may be entitled, as well as the costs and reasonable attorneys’ fees it incurs Company at law or in enforcing its rights under this Section 11equity. If any restriction of the covenants contained in this Section 11 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be deemed 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 by reason because of the extentduration of such provision or the area covered thereby, duration or geographic scope thereof, then the Company and/or parties agree that the court making such determination shall have the right power to reduce the duration and/or area of such extent, duration, geographic scope or other provisions thereof, provision and in their its reduced form such restrictions provision shall then be enforceable 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 manner contemplated hereby. courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants. (g) The parties agree and intend that Executive’s obligations under provisions of this Section 11 6 shall be tolled during survive any period that Executive is in breach termination of any of the obligations under this Section 11, so that Company is provided with the full benefit of the restrictive periods set forth herein. Company’s obligations to make any payments or confer any benefit under this Agreement, other than to pay for compensation and benefits accrued but unpaid up to the date of termination, will automatically and immediately terminate in the event that Executive breaches any of his obligations under this Section 11.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive hereby agrees acknowledges that while the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character, and the provisions of this Section 7 are reasonable and necessary to protect the Business. (b) In consideration of the foregoing acknowledgments by Executive, and in consideration of the compensation and benefits to be paid or provided to Executive by Company, Executive covenants that he is employed by will not, during the Company term of this Agreement and for a period of one (1) year following the termination for any reason of his employment, he will notthereafter, directly or indirectly, engage in any business or activity competitive with any project, asset, or partnership in which, during Executive’s employment, the Company was engaged or was planning to become engaged, including without limitation the development, production, marketing or sale of Calcitonin products.: (b) The Executive hereby agrees that while he is employed by the Company and for a period of one (1) year following except in the termination course of his employment hereunder, and except as permitted by Section 8 hereof, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, any business whose products or services materially compete with the products or services of Company or any Company Affiliate; (2) whether for Executive’s own account or for the account of any other person, solicit business of the same or similar type of business then being carried on by Company or any Company Affiliate, from any person or entity known by Executive to be a customer of Company or any Company Affiliate, whether or not Executive had personal contact with such person or entity during and by reason of his employment, he will not directly Executive’s employment with Company; (3) whether for Executive’s own account or indirectly solicit for employment, employ, engage, advise or recommend to the account of any other person or entity that they (i) solicit, employ or solicit for employment or retention otherwise engage as an employee employee, independent contractor or consultant, or otherwise interfere with the relationship of Company withotherwise, any person who is or was an employee ofof Company or any Company Affiliate at any time during the term of this Agreement or in any manner induce or attempt to induce any employee of Company or any Company Affiliate to terminate his employment with Company or Company Affiliate, or exclusive consultant to(ii) interfere with Company’s or any Company Affiliate relationship with any person or entity, Company. While he is employed by including any person or entity who at any time during the Company and for a period term of one (1) year following the termination for any reason of his employment, Executive further agrees that he will not solicit, encourage, or induce any contactthis Agreement was an employee, contractor, agent, client, customer, supplier or the like customer of Company to terminate its/his/her relationship (contractual or otherwise) with any Company (in whole or in part), or to refrain from entering into a relationship (contractual or otherwise) with Company, including without limitation any prospective contact, contractor, agent, client, customer, or the like of Company.Affiliate; or (c) During the Term If any covenant of this Agreement Section 7 is held to be unreasonable, arbitrary or against public policy, such covenant shall be considered to be divisible with respect to scope, time and thereaftergeographic area, neither Executiveand such lesser scope, nor any person acting on behalf time or geographic area, or all of Executivethem, as a court of competent jurisdiction may determine to be reasonable, not arbitrary and not against public policy, shall disparage or cause to be disparaged in any forum or through any medium of communicationeffective, whether directly or indirectly, Company or any of its directors, officers, managers, or employees in any forum or through any medium of communication. Except as permitted or required by law, following the termination for any reason of Executive’s employment, no officer or director of the Company shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, binding and enforceable against Executive. (d) The Executive acknowledges and agrees that should Executive transfer between or among Company and any of its affiliated companies including, without limitation, any parent, subsidiary or other corporately related entity that directly or indirectly controls, or is under common control with, or is controlled by, such specified entity (a “Company Affiliate”) wherever situated, or otherwise become employed by any Company Affiliate, or should he be promoted or reassigned to functions other than the provisions duties set forth in this Agreement, or should Executive’s compensation and benefit package change (either higher or lower), the terms of this Section 11 are necessary 7 shall continue to apply with full force. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and reasonable “under common control with”) shall mean possession, directly or indirectly, of power to protect direct or cause the direction of the management or policies (whether through ownership of securities or partnership or other ownership interests, by contract, or otherwise). (e) Executive agrees and acknowledges that Company in does not have an adequate remedy at law for the conduct of its business. In the event of a breach or threatened breach by the Executive of any of the provisions of this Section 11, the Company, without being required to post a bond, shall be entitled to injunctive relief7 and agrees that Company may, in addition to any the other damages to remedies which it may be entitled, as well as the costs and reasonable attorneys’ fees available to it incurs in enforcing its rights under this Section 11. If any restriction contained in this Section 11 shall be deemed to be invalid or unenforceable by reason of the extent, duration or geographic scope thereof, then the Company and/or court shall have the right to reduce such extent, duration, geographic scope or other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby. The parties agree and intend that Executive’s obligations under this Section 11 shall be tolled during any period that Executive is in breach of any of the obligations under this Section 11, so that Company is provided with the full benefit of the restrictive periods set forth herein. Company’s obligations to make any payments or confer any benefit under this Agreement, other than file suit in equity to pay for compensation and benefits accrued but unpaid up enjoin Executive from such breach or threatened breach. (f) Notwithstanding the foregoing, except in the case of termination pursuant to the date Section 6(a) (Death or Disability of terminationExecutive) or Section 6(b) (Termination “For Cause”), will automatically and immediately terminate in the event that (i) Company terminates this Agreement prior to the end of the Term, or Executive breaches terminates for Good Reason and (ii) Company has not paid to Executive the Severance payable pursuant to Section 6(e) (Severance Payment; Limitation of Liability), which is not cured and made current within 30 days after written notice thereof is received by Company, then and in lieu of Severance Executive may instead elect, in written notice given to Company, to waive any Severance which may otherwise be due and owing to Executive pursuant to Section 6(e) above in exchange for the restrictions of his obligations under this Section 117(b)(1) being deemed null and void and unenforceable against Executive, and Company shall not attempt to enforce the same following Executive’s election.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive hereby agrees understands and recognizes that while he is employed by his services to the Company are special and for a period unique and that in the course of one performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information and the Executive agrees that, during the Term and the applicable Termination Benefits Period (1) year following the termination for any reason of his employmentas defined hereinafter), he will notshall not in any manner, directly or indirectly, on behalf of himself or 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 activity indirectly competitive with any projectthe “Business of the Company” (as defined below), asseteither as an individual for his own account, or partnership as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in whichsuch competitive business within the geographic area in which the Company does business, during Executivewhich is deemed by the parties hereto to be the United States. The Executive acknowledges that, due to the unique nature of the Company’s employmentbusiness, the Company was 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 the Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, “Business of the Company” shall mean any business relating to the development and commercialization of therapeutics (including drugs, medical devices and vaccines) for those indications in which the Company or any of its direct or indirect subsidiaries is actively engaged or was planning has taken reasonable steps to become engagedengaged at the time of the termination of the Executive’s employment or during the two-year period prior thereto. Notwithstanding the foregoing, including without limitation nothing contained in this Section 6(a) shall be deemed to prohibit the developmentExecutive from acquiring or holding, productionsolely for investment, marketing publicly traded securities of any corporation, some or sale all of Calcitonin products. (b) The Executive hereby agrees that while he is employed by 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 four percent (4%) of any class or series of outstanding securities of such corporation; and for a period of one (1further notwithstanding the foregoing, nothing contained in this Section 6(a) year following shall preclude the termination for any reason of his employment, he will not directly or indirectly solicit for employment, employ, engage, advise or recommend to any other person or entity that they employ or solicit for employment or retention as an employee or consultant, or otherwise interfere with the relationship of Company with, any person who is Executive from becoming an employee of, or exclusive consultant from otherwise providing services to, Company. While he a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which the Executive is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, Executive further agrees that he will not solicit, encourage, or induce any contact, contractor, agent, client, customer, or the like of Company to terminate its/his/her relationship (contractual or otherwise) with Company (in whole or in part)employed, or to refrain from entering into a relationship (contractual or otherwise) with which the Executive provides services, is not engaged in the Business of the Company, including without limitation any prospective contact(ii) the Executive does not provide services, contractor, agent, client, customer, or the like of Company. (c) During the Term of this Agreement and thereafter, neither Executive, nor any person acting on behalf of Executive, shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, Company to any other division or any operating unit of its directors, officers, managers, such multi-divisional business or employees in any forum or through any medium of communication. Except as permitted or required by law, following enterprise which is competitive with the termination for any reason of Executive’s employment, no officer or director Business of the Company shall disparage or cause to be disparaged in any forum or through any medium of communication(individually, whether directly or indirectlya “Competitive Division” and collectively, Executive. the “Competitive Divisions”) and (diii) The Executive agrees that the provisions of this Section 11 are necessary and reasonable to protect the Company Competitive Divisions, in the conduct of its business. In the event of a breach or threatened breach by the Executive of any aggregate, accounted for less than one-third of the provisions of this Section 11, multi-divisional business or enterprise’s consolidated revenues for the Company, without being required to post a bond, shall be entitled to injunctive relief, in addition to any other damages to which it may be entitled, as well as the costs and reasonable attorneys’ fees it incurs in enforcing its rights under this Section 11. If any restriction contained in this Section 11 shall be deemed to be invalid or unenforceable by reason of the extent, duration or geographic scope thereof, then the Company and/or court shall have the right to reduce such extent, duration, geographic scope or other provisions thereoffiscal year, and in their reduced form such restrictions shall then be enforceable in each subsequent quarterly period, prior to the manner contemplated hereby. The parties agree and intend that Executive’s obligations under this Section 11 shall be tolled during any period that Executive is in breach commencement of any employment with or provision of the obligations under this Section 11, so that Company is provided with the full benefit of the restrictive periods set forth herein. Company’s obligations to make any payments or confer any benefit under this Agreement, other than to pay for compensation and benefits accrued but unpaid up services to the date of termination, will automatically and immediately terminate in the event that Executive breaches any of his obligations under this Section 11Division.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive hereby In consideration of the Company entering into this Agreement with the Optionee, the Optionee agrees that while he is employed by throughout his or her term of employment with the Company and for a period of one twelve (112) year months following the Optionee’s date of termination for any reason of his employmentwith the Company, he will the Optionee shall not, directly or indirectly, engage divert or attempt to divert or assist others in diverting any business of the Company by soliciting, contacting or activity competitive communicating with any projectcustomer or supplier of the Company with whom the Optionee 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 Optionee’s date of termination with the Company. The Optionee further agrees that for a period of twelve (12) months following his or her date of termination with the Company the Optionee shall not, assetdirectly or indirectly, solicit, induce, attempt to induce or partnership assist others in whichattempting to induce any employee of the Company with whom the Optionee has worked or had material contact with, during Executivethe twelve (12) month period immediately preceding the termination of the Optionee’s employment, to leave the employment of the Company was engaged or was planning a subsidiary of the Company or to become engagedaccept employment or affiliation with any other company or firm of which the Optionee becomes an employee, including without limitation the developmentowner, production, marketing partner or sale of Calcitonin products. (b) consultant. The Executive hereby Optionee agrees that while he is employed by throughout his or her term of employment with the Company and for a period of one twelve (112) year months following the Optionee’s date of termination for any reason of his employment, he that the Optionee will not directly or indirectly solicit for employmentmake any statements, employ, engage, advise or recommend to any other person or entity that they employ or solicit for employment or retention as an employee or consultant, or otherwise interfere with the relationship of Company with, any person who is an employee of, or exclusive consultant to, Company. While he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, Executive further agrees that he will not solicit, encourage, or induce any contact, contractor, agent, client, customer, or the like of Company to terminate its/his/her relationship (contractual or otherwise) with Company (in whole orally or in part)writing, or to refrain from entering into a relationship (contractual or otherwise) with Company, including without limitation any prospective contact, contractor, agent, client, customer, or the like of Company. (c) During the Term of this Agreement and thereafter, neither Executive, nor any person acting on behalf of Executive, shall disparage or cause to be disparaged published or in any forum or through way disseminate any medium of communication, whether directly or indirectly, information concerning the Company or any of its directors, officers, managers, or employees in any forum or through any medium of communication. Except as permitted or required by law, following the termination for any reason of Executive’s employment, no officer or director subsidiaries of the Company shall disparage concerning the Company’s business, business operations or cause to be disparaged business practices that in any forum way, in form or through any medium of communicationsubstance, whether directly xxxxx, disparages or indirectly, Executive. (d) The Executive agrees that the provisions of this Section 11 are necessary and reasonable to protect otherwise casts an unfavorable light upon the Company or any subsidiaries of the Company or upon any of their reputations or standing in the conduct of its business. In business community or the event of community as a breach or threatened breach by the Executive of any of the provisions of this Section 11, the Company, without being required to post a bond, shall be entitled to injunctive relief, in addition to any other damages to which it may be entitled, as well as the costs and reasonable attorneys’ fees it incurs in enforcing its rights under this Section 11. If any restriction contained in this Section 11 shall be deemed to be invalid or unenforceable by reason of the extent, duration or geographic scope thereof, then the Company and/or court shall have the right to reduce such extent, duration, geographic scope or other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby. The parties agree and intend that Executive’s obligations under this Section 11 shall be tolled during any period that Executive is in breach of any of the obligations under this Section 11, so that Company is provided with the full benefit of the restrictive periods set forth herein. Company’s obligations to make any payments or confer any benefit under this Agreement, other than to pay for compensation and benefits accrued but unpaid up to the date of termination, will automatically and immediately terminate in the event that Executive breaches any of his obligations under this Section 11whole.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive hereby agrees that while he While this Agreement is employed by in effect, and during Xxxxx’x employment with the Company and for a period of one twelve (112) year months following the termination of Xxxxx’x employment for any reason (or, with respect to subclause (d), at all times thereafter), Baird covenants not to: (a) engage in, own, or have any interest in, whether alone or together with or on behalf of his or through any other person or entity, whether as a sole proprietor, partner, shareholder, agent, officer, director, employee, advisor, consultant, trustee, beneficiary or otherwise, in any business or organization which competes in the same field with the Company, which is the development, manufacture, sales, service and deployment of infrared (thermal) cameras and systems, including training in the use of such cameras and systems and software used therein, and/or other business the Company may engage in during Xxxxx’x employment with the Company, or may have taken material steps toward engaging in as of the termination of such employment, he will notanywhere in the world; or (b) solicit or attempt to hire, influence, or otherwise direct any employee, consultant, contractor, or other service provider of the Company or its affiliates to leave or reduce their employment or engagement; or (c) persuade or attempt to persuade or otherwise induce any other person or entity which has a business relationship or planned relationship with the Company at any time during Xxxxx’x employment, and had a business relationship with the Company within the two-year period prior to any such persuasion, interference or other action prohibited by this paragraph, to discontinue, reduce or adversely modify such business relationship with the Company, or otherwise attempt to interfere with such business relationship of the Company; or (d) make statements or representations, or otherwise communicate, directly or indirectly, engage in any business or activity competitive with any projectwriting, assetorally, or partnership in which, during Executive’s employment, the Company was engaged or was planning to become engaged, including without limitation the development, production, marketing or sale of Calcitonin products. (b) The Executive hereby agrees that while he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, he will not directly or indirectly solicit for employment, employ, engage, advise or recommend to any other person or entity that they employ or solicit for employment or retention as an employee or consultantotherwise, or otherwise interfere with the relationship of Company withtake any action which may, any person who is an employee of, or exclusive consultant to, Company. While he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, Executive further agrees that he will not solicit, encourage, or induce any contact, contractor, agent, client, customer, or the like of Company to terminate its/his/her relationship (contractual or otherwise) with Company (in whole or in part), or to refrain from entering into a relationship (contractual or otherwise) with Company, including without limitation any prospective contact, contractor, agent, client, customer, or the like of Company. (c) During the Term of this Agreement and thereafter, neither Executive, nor any person acting on behalf of Executive, shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, disparage the Company or any of its subsidiaries or affiliates or their respective officers, directors, officersemployees, managersadvisors, businesses or employees in any forum or through any medium of communication. Except reputations, except as permitted or required protected by law, following the termination for any reason of Executive’s employment, no officer or director of the Company shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, Executiveparagraph 8 below. (de) The Executive agrees parties acknowledge that the type and periods of restriction imposed in the provisions of this Section 11 paragraph 7 are necessary fair and reasonable to protect and are reasonably required for the protection of the Company in and the conduct goodwill associated with the business of its businessthe Company. In the event of a breach or threatened breach by the Executive of If any of the provisions of this Section 11covenants in paragraph 7, the Companyor any part thereof, without being required to post a bond, shall be entitled to injunctive relief, in addition to any other damages to which it may be entitled, as well as the costs and reasonable attorneys’ fees it incurs in enforcing its rights under this Section 11. If any restriction contained in this Section 11 shall be deemed is hereafter construed to be invalid or unenforceable by reason unenforceable, the same shall not affect the remainder of the extentcovenant or covenants, duration which shall be given full effect, without regard to the invalid portions, and the invalid or geographic scope thereofunenforceable provision or provisions shall be modified so as to be enforceable and valid consistent with the intent of the parties, then to the fullest extent allowed by law. Baird acknowledges that the Company and/or conducts business world-wide. If any provision of this Agreement is deemed to be overly restrictive, a court shall have of proper jurisdiction may alter such provision to provide for the right maximum protection of the Company deemed reasonable under applicable law. Notwithstanding the foregoing, Baird acknowledges and agrees that all of the provisions in this paragraph 7 do not impose an undue hardship on him, are fair and reasonable to reduce such extent, duration, geographic scope or other provisions thereofhim under the circumstances, and in their reduced form such restrictions shall then be enforceable in Baird therefore waives any defense to the manner contemplated hereby. The parties agree and intend that Executive’s obligations under this Section 11 shall be tolled during any period that Executive is in breach of any enforcement of the obligations under this Section 11, so that Company is provided with the full benefit of the restrictive periods set forth herein. Company’s obligations to make any payments or confer any benefit under this Agreement, other than to pay for compensation and benefits accrued but unpaid up to the date of termination, will automatically and immediately terminate in the event that Executive breaches any of his obligations under this Section 11terms hereof on such grounds.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive hereby Consultant agrees that while he is employed by an employee of the Company and for a period of one (1) year following during the termination for any reason of his employmentConsulting Period, he will not, shall not directly or indirectly, engage in any business or activity competitive with any project, asset: (i) enter into, or partnership in whichattempt to enter into, during Executive’s employmentremain within, the Company was engaged or was planning to become engagedotherwise participate within a Restricted Business (as defined below), as a principal, partner, joint venturer, employee, consultant, agent, broker, intermediary, representative, shareholder, investor, officer or director, or have any direct or indirect financial interest therein, including without limitation limitation, the developmentinterest of a creditor in any form; provided, productionhowever, marketing the ownership by Consultant of stock listed on a national securities exchange of any corporation engaged in a Restricted Business shall not be deemed a violation of this Agreement if the Consultant and his associates (as such term is defined in Regulation 14A of the Securities Exchange Act of 1934 as in effect on the date hereof) collectively do not own more than an aggregate of one percent (1%) of the stock of such corporation; or (ii) receive any remuneration in any form from any entity engaged in a Restricted Business ; or (iii) induce or sale attempt to persuade any then-current employee, agent, manager, consultant or director of Calcitonin productsthe Company or any of its subsidiaries to terminate such employment or other relationship in order to enter into any business relationship or business combination with the Consultant or any other person, whether or not in competition with the Company or any of its subsidiaries; or (iv) use contracts, proprietary information, trade secrets, confidential information, customer lists, mailing lists, goodwill, or other intangible property used or useful in connection with the business of the Company or any of its subsidiaries; or (v) solicit, divert, or take away from the Company or any of its subsidiaries, or otherwise attempt to establish for Consultant or for any other person, corporation or other business entity, any business relationship with any person which is, or during the one year period preceding such activity was, a customer, client or distributor of the Company or any of its subsidiaries. (b) The Executive hereby agrees that while he For the purposes of this Section 4, a "Restricted Business" shall mean a person, company, corporation, or other entity, whether existing or to be formed, which is employed directly or indirectly engaged in, or has developed plans to directly or indirectly engage in, any of the businesses conducted by the Company or any of its subsidiaries in the United States or other jurisdictions in which the Company or any of its subsidiaries conduct business or have developed plans to conduct business within one year after such development. (c) From and for a period of one (1) year following the termination for Effective Date (as defined below), Consultant agrees that he will not make any reason untrue, misleading, or defamatory statements concerning the Company or any of his employmentits subsidiaries or any of its or their officers or directors, he and will not directly or indirectly solicit for employmentmake, employrepeat or publish any false, engagedisparaging, advise or recommend to any other person or entity that they employ or solicit for employment or retention as an employee or consultantnegative, unflattering, accusatory, or otherwise interfere with the relationship of Company withderogatory remarks or references, any person who is an employee of, or exclusive consultant to, Company. While he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, Executive further agrees that he will not solicit, encourage, or induce any contact, contractor, agent, client, customer, or the like of Company to terminate its/his/her relationship (contractual or otherwise) with Company (in whole whether oral or in part)writing, or to refrain from entering into a relationship (contractual or otherwise) with Company, including without limitation any prospective contact, contractor, agent, client, customer, or concerning the like of Company. (c) During the Term of this Agreement and thereafter, neither Executive, nor any person acting on behalf of Executive, shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, Company or any of its subsidiaries, or otherwise take any action which might reasonably be expected to cause damage or harm to the Company or any of its subsidiaries or any of its or their officers or directors. However, nothing in this Agreement prohibits Consultant from communicating with or cooperating in any investigations of any governmental agency on matters within their jurisdictions. However, this Agreement does prohibit Consultant from recovering any relief, including without limitation monetary relief, as a result of such activities. In agreeing not to make disparaging statements regarding the Company or its subsidiaries or its or their officers or directors, officersConsultant acknowledges that he is making a knowing, managers, or employees in voluntary and intelligent waiver of any forum or through any medium of communication. Except as permitted or required by law, following the termination for any reason of Executive’s employment, no officer or director of and all rights he may have to make disparaging comments about the Company shall disparage or cause its subsidiaries or its or their officers or directors, including rights under the First Amendment to be disparaged in the United States Constitution and any forum or through any medium of communication, whether directly or indirectly, Executive.other applicable federal and state constitutional rights. FTL [initialed] (d) The Executive agrees It is the desire and intent of the Company and Consultant that the provisions of this Section 11 are necessary 4 shall be enforced to the fullest extent permissible under the laws and reasonable to protect the Company public policies applied in the conduct of its businesseach jurisdiction in which enforcement is sought. In the event of a breach or threatened breach by the Executive of Accordingly, (i) if any of the provisions particular portion of this Section 11, the Company, without being required to post a bond, 4 shall be entitled adjudicated to injunctive reliefbe invalid or unenforceable, this Section 4 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 4 in the particular jurisdiction in which such adjudication is made, and (ii) in the event any covenant made in this Section 4 shall be more restrictive than permitted by applicable law, it shall be limited to the extent which is so permitted and, in addition to any other damages to which it may its reduced form, such provision shall then be entitled, as well as enforceable. Consultant acknowledges that he has received good and valuable consideration for the costs and reasonable attorneys’ fees it incurs in enforcing its rights under this Section 11. If any restriction restrictive covenants contained in this Section 11 shall be deemed to be invalid or unenforceable 4. (e) Any breach by reason of the extent, duration or geographic scope thereof, then the Company and/or court shall have the right to reduce such extent, duration, geographic scope or other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby. The parties agree and intend that Executive’s obligations under this Section 11 shall be tolled during any period that Executive is in breach of any of the obligations under this Section 11, so that Company is provided with the full benefit of the restrictive periods set forth herein. Company’s obligations to make any payments or confer any benefit under this Agreement, other than to pay for compensation and benefits accrued but unpaid up to the date of termination, will automatically and immediately terminate in the event that Executive breaches any Consultant of his obligations under Section 4 shall be considered a material breach of this Agreement which shall not be considered curable but shall result in immediate termination of this Agreement and the Consulting Period, notwithstanding Section 112(b) above.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive hereby agrees understands and recognizes that while he is employed by his services to the Company are special and for a period unique and that in the course of one performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information and the Executive agrees that, during the Term and the applicable Termination Benefits Period (1) year following the termination for any reason of his employmentas defined hereinafter), he will notshall not in any manner, directly or indirectly, on behalf of himself or 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 activity indirectly competitive with any projectthe “Business of the Company” (as defined below), asseteither as an individual for his own account, or partnership as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in whichsuch competitive business within the geographic area in which the Company does business, during Executivewhich is deemed by the parties hereto to be the United States. The Executive acknowledges that, due to the unique nature of the Company’s employmentbusiness, the Company was 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 the Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, “Business of the Company” shall mean any business relating to the development and commercialization of therapeutics (including drugs, medical devices and vaccines) for those indications in which the Company or any of its direct or indirect subsidiaries is actively engaged or was planning has taken reasonable steps to become engagedengaged at the time of the termination of the Executive’s employment or during the two-year period prior thereto. Notwithstanding the foregoing, including without limitation nothing contained in this Section 7(a) shall be deemed to prohibit the developmentExecutive from acquiring or holding, productionsolely for investment, marketing publicly traded securities of any corporation, some or sale all of Calcitonin productsthe activities of which are competitive with the business of the 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 7(a) shall preclude the Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which the Executive is employed, or to which the Executive provides services, is not engaged in the Business of the Company, (ii) the Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise which is competitive with the Business of the Company (individually, a “Competitive 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 the Executive’s commencement of employment with or provision of services to the Division. (b) The Executive hereby acknowledges and agrees that while he the covenant against competition provided for pursuant to Section 7(a) is employed by reasonable with respect to its duration, geographic area and scope. If, at the Company and time of enforcement of this Section 7, 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 a period of one (1) year following the termination for any reason of his employmentduration, he will not directly scope or indirectly solicit for employment, employ, engage, advise or recommend to any other person or entity that they employ or solicit for employment or retention as an employee or consultant, or otherwise interfere with the relationship of Company with, any person who is an employee of, or exclusive consultant to, Company. While he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, Executive further agrees that he will not solicit, encourage, or induce any contact, contractor, agent, client, customer, or the like of Company to terminate its/his/her relationship (contractual or otherwise) with Company (in whole or in part), or to refrain from entering into a relationship (contractual or otherwise) with Company, including without limitation any prospective contact, contractor, agent, client, customer, or the like of Companyarea state herein. (c) During the Term of this Agreement and thereafterthe applicable Termination Benefits Period (as defined hereinafter), neither Executivethe Executive shall not, nor any person acting on behalf of Executive, shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, without the prior written consent of the Company: (i) solicit or induce any employee of the Company or any of its directors, officers, managers, or employees in any forum or through any medium of communication. Except as permitted or required by law, following affiliates to leave the termination for any reason of Executive’s employment, no officer or director employ of the Company or any affiliate; or hire for any purpose any employee of the Company; or hire any former employee who has left the employment of the Company or any affiliate of the Company within twelve (12) months of the termination of such employee’s employment with the Company or any such affiliate; or hire any former employee of the Company in knowing violation of such employee’s non-competition agreement with the Company or any such affiliate (provided, that for purposes of this subsection (c)(i), the parties hereto agree that “affiliates” shall disparage not be deemed to include any portfolio companies of Paramount Biosciences, LLC); (ii) solicit, divert or cause take away, or attempt to divert or take away, the business or patronage of any agent, client or customer of the Company which was contacted, solicited or served by the Company during the twelve-month period prior to the termination of the Executive’s employment with the Company; or (iii) without the consent of the Board, which shall not be disparaged in unreasonably withheld, solicit or accept employment or be retained by any forum Person, who at any time during the twelve-month period prior to the termination of the Executive’s employment with the Company, was an agent, client or through customer of the Company or any medium of communication, whether directly its subsidiaries where his position will be related to the business of the Company or indirectly, Executiveits subsidiaries. (d) The Executive agrees that both during the provisions Term and for a period of this Section 11 are necessary and reasonable to protect five (5) years thereafter, Executive shall not directly or indirectly disparage, whether or not truthfully, the name or reputation of the Company or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliates. Notwithstanding this Section, nothing contained herein shall apply to statements made by Executive (x) in the course of his responsibility to evaluate the performance and/or participate in any investigation of the conduct or behavior of its business. officers, employees and/or others or (y) as part of any judicial, administrative or other legal action or proceeding, and nothing shall be construed to limit or impair the ability of Executive to provide truthful testimony in response to any validly issued subpoena or to file pleadings or respond to inquiries or legal proceedings by any government agency to the extent required by applicable law. (e) In the event of a breach or threatened breach by that the Executive of breaches any of the provisions of Section 6 or this Section 117 or there is a threatened breach, the Company, without being required to post a bond, shall be entitled to injunctive reliefthen, in addition to any other damages to rights which it the Company may have, the Company shall be entitled, as well as without the costs posting of a bond or other security, to seek injunctive relief to enforce the restrictions contained in such Sections. The Company and reasonable attorneys’ fees it incurs the Executive agree that any such action for injunctive or equitable relief shall be heard in enforcing its a state or federal court situated in Somerset County in the State of New Jersey 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. (f) Each of the rights under this and remedies enumerated in Section 117(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. If any restriction of the covenants contained in this Section 11 7, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be deemed given full effect without regard to the invalid portions. If any of the covenants contained in this Section 7 is held to be invalid or unenforceable by reason because of the extentduration of such provision or the area covered thereby, duration or geographic scope thereof, then the Company and/or parties agree that the court making such determination shall have the right power to reduce the duration and/or area of such extent, duration, geographic scope or other provisions thereof, provision and in their its reduced form such restrictions provision shall then be enforceable in the manner contemplated hereby. The parties agree and intend that Executive’s obligations under this Section 11 shall be tolled during any period that Executive is in breach of any of the obligations under this Section 11, so that Company is provided with the full benefit of the restrictive periods set forth herein. Company’s obligations to make any payments or confer any benefit under this Agreement, other than to pay for compensation and benefits accrued but unpaid up to the date of termination, will automatically and immediately terminate in enforceable. (g) In the event that Executive breaches any an actual proceeding is brought in equity to enforce the provisions of his obligations under Section 6 or this Section 117, the Executive 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 be available. (h) The provisions of this Section 7 shall survive any termination of this Agreement.

Non-Competition, Non-Solicitation and Non-Disparagement. You hereby acknowledge, and if applicable under a Confidentiality, Non-Solicitation and Non-Competition Agreement, re-affirm, your obligation to comply with the following: (a) The Executive hereby agrees that while he is employed by For nine (9) months following the Separation Date (the “Non-Compete Period”), should you consider working for or with any arguably competing business, you agree to provide the Company with two (2) weeks’ advance written notice of your intention to do so and of anticipated job responsibilities in sufficient detail to allow the Company to meaningfully exercise its discretion under this paragraph. Following its receipt of such notice, the Company may, by written notice to you within 2 weeks after receipt of such notice, elect, in its sole, absolute and unreviewable discretion, to pay you an amount equal to your weekly base salary as of the Separation Date for so much of the Non-Compete Period as the Company chooses. In such event, you will be prohibited from any form of affiliation with such new arguably competing business for so much of the Non-Compete Period as the Company elects to continue paying you. If the Company decides to allow you to work for a competitor, any and all benefits under this Agreement will cease as of the date your new employment begins. Notwithstanding anything else in this paragraph, in no event shall the Company be obligated to pay any additional amount under this paragraph during the Non-Compete Period if you are also receiving severance payments. (b) During your employment and for a period of one (1) year following the termination for any reason of his employmentyour employment with the Company (the “Non-Solicit Period”), he will you shall not, directly or indirectly, engage in any business hire or activity competitive with any projectattempt to hire, asset, employ or partnership in which, during Executive’s employment, the Company was engaged or was planning to become engaged, including without limitation the development, production, marketing or sale of Calcitonin products. (b) The Executive hereby agrees that while he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, he will not directly or indirectly solicit for employment, employa director or officer, engageassociate, advise employee, consultant, agent or recommend independent contractor of the Company, or encourage any such Person to terminate, diminish or alter such relationship with the Company, or assist any other person Person or entity that they employ in doing or solicit for employment attempting to do any of the foregoing. Further, during the Non-Solicit Period, you shall not, directly or retention as an employee indirectly, attempt to or consultantassist, or otherwise interfere attempt to or assist any other Person in attempting to (i) encourage any vendor, customer, client, or supplier of the Company or any other entity or Person in a business relationship with the Company to terminate, reduce, limit or otherwise alter such relationship of with the Company with(ii) encourage any prospective vendor, any person who is an employee ofcustomer, client or supplier not to enter into a business or contractual relationship with the Company, or exclusive consultant to, Company. While he is employed by (iii) impair or attempt to impair any relationship between the Company and for a period of one (1) year following the termination for any reason of his employment, Executive further agrees that he will not solicit, encourage, or induce any contact, contractor, agent, clientvendor, customer, client or supplier or any other entity or Person in a business relationship with the like of Company to terminate its/his/her relationship (contractual or otherwise) with Company (in whole or in part), or to refrain from entering into a relationship (contractual or otherwise) with Company, including without limitation any prospective contact, contractor, agent, client, customer, or the like of Company. (c) During the Term Except as otherwise provided in Paragraph 8 of this Agreement and thereafterAgreement, neither Executiveyou shall not make statements or representations, nor any person acting on behalf of Executiveor otherwise communicate, shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, Company or any of its directorsin writing, officers, managersorally, or employees in otherwise, or take any forum or through any medium of communication. Except as permitted or required by lawaction which may, following the termination for any reason of Executive’s employment, no officer or director of the Company shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, Executive. (d) disparage or be damaging to the Company or its respective officers, directors, employees, advisors, businesses or reputations. The Executive agrees Company will take reasonable efforts to ensure that the provisions current ascena Operating Group and Board of this Section 11 are necessary and reasonable to protect the Company in the conduct of its business. In the event of a breach Directors shall not make statements or threatened breach by the Executive of any of the provisions of this Section 11representations, the Companyor otherwise communicate, without being required to post a bond, shall be entitled to injunctive reliefdirectly or indirectly, in addition writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage or be damaging to any other damages to which it may be entitled, as well as the costs and reasonable attorneys’ fees it incurs in enforcing its rights under this Section 11. If any restriction contained in this Section 11 shall be deemed to be invalid or unenforceable by reason of the extent, duration or geographic scope thereof, then the Company and/or court shall have the right to reduce such extent, duration, geographic scope or other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby. The parties agree and intend that Executive’s obligations under this Section 11 shall be tolled during any period that Executive is in breach of any of the obligations under this Section 11, so that Company is provided with the full benefit of the restrictive periods set forth herein. Company’s obligations to make any payments or confer any benefit under this Agreement, other than to pay for compensation and benefits accrued but unpaid up to the date of termination, will automatically and immediately terminate in the event that Executive breaches any of his obligations under this Section 11you.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive hereby agrees understands and recognizes that while he is employed by his services to the Company are special and for a period unique and that in the course of one performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information and the Executive agrees that, during the Term and the applicable Termination Benefits Period (1) year following the termination for any reason of his employmentas defined hereinafter), he will notshall not in any manner, directly or indirectly, on behalf of himself or 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 activity indirectly competitive with any projectthe “Business of the Company” (as defined below), asseteither as an individual for his own account, or partnership as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in whichsuch competitive business within the geographic area in which the Company does business, during Executivewhich is deemed by the parties hereto to be the United States. The Executive acknowledges that, due to the unique nature of the Company’s employmentbusiness, the Company was 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 the Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, “Business of the Company” shall mean any business relating to the development and commercialization of therapeutics (including drugs, medical devices and vaccines) for those indications in which the Company or any of its direct or indirect subsidiaries is actively engaged or was planning has taken reasonable steps to become engagedengaged at the time of the termination of the Executive’s employment or during the two-year period prior thereto. Notwithstanding the foregoing, including without limitation nothing contained in this Section 6(a) shall be deemed to prohibit the developmentExecutive from acquiring or holding, productionsolely for investment, marketing publicly traded securities of any corporation, some or sale all of Calcitonin productsthe activities of which are competitive with the business of the 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 the Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which the Executive is employed, or to which the Executive provides services, is not engaged in the Business of the Company, (ii) the Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise which is competitive with the Business of the Company (individually, a “Competitive 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 the Executive’s commencement of employment with or provision of services to the Division. (b) The Executive hereby acknowledges and agrees that while he the covenant against competition provided for pursuant to Section 6(a) is employed by reasonable with respect to its duration, geographic area and scope. If, at the Company and 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 a period of one (1) year following the termination for any reason of his employmentduration, he will not directly scope or indirectly solicit for employment, employ, engage, advise or recommend to any other person or entity that they employ or solicit for employment or retention as an employee or consultant, or otherwise interfere with the relationship of Company with, any person who is an employee of, or exclusive consultant to, Company. While he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, Executive further agrees that he will not solicit, encourage, or induce any contact, contractor, agent, client, customer, or the like of Company to terminate its/his/her relationship (contractual or otherwise) with Company (in whole or in part), or to refrain from entering into a relationship (contractual or otherwise) with Company, including without limitation any prospective contact, contractor, agent, client, customer, or the like of Companyarea state herein. (c) During the Term of this Agreement and thereafterthe applicable Termination Benefits Period (as defined hereinafter), neither Executivethe Executive shall not, nor any person acting on behalf of Executive, shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, without the prior written consent of the Company: (i) solicit or induce any employee of the Company or any of its directors, officers, managers, or employees in any forum or through any medium of communication. Except as permitted or required by law, following affiliates to leave the termination for any reason of Executive’s employment, no officer or director employ of the Company or any affiliate; or hire for any purpose any employee of the Company; or hire any former employee who has left the employment of the Company or any affiliate of the Company within twelve (12) months of the termination of such employee’s employment with the Company or any such affiliate; or hire any former employee of the Company in knowing violation of such employee’s non-competition agreement with the Company or any such affiliate (provided, that for purposes of this subsection (c)(i), the parties hereto agree that “affiliates” shall disparage not be deemed to include any portfolio companies of Paramount Biosciences, LLC); (ii) solicit, divert or cause take away, or attempt to divert or take away, the business or patronage of any agent, client or customer of the Company which was contacted, solicited or served by the Company during the twelve-month period prior to the termination of the Executive’s employment with the Company; or (iii) without the consent of the Board, which shall not be disparaged in unreasonably withheld, solicit or accept employment or be retained by any forum Person, who at any time during the twelve-month period prior to the termination of the Executive’s employment with the Company, was an agent, client or through customer of the Company or any medium of communication, whether directly its subsidiaries where his position will be related to the business of the Company or indirectly, Executiveits subsidiaries. (d) The Executive agrees that both during the provisions Term and for a period of this Section 11 are necessary and reasonable to protect five (5) years thereafter, Executive shall not directly or indirectly disparage, whether or not truthfully, the name or reputation of the Company or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliates. Notwithstanding this Section, nothing contained herein shall apply to statements made by Executive (x) in the course of his responsibility to evaluate the performance and/or participate in any investigation of the conduct or behavior of its business. officers, employees and/or others or (y) as part of any judicial, administrative or other legal action or proceeding, and nothing shall be construed to limit or impair the ability of Executive to provide truthful testimony in response to any validly issued subpoena or to file pleadings or respond to inquiries or legal proceedings by any government agency to the extent required by applicable law. (e) In the event of a breach or threatened breach by that the Executive of breaches any of the provisions of Section 6 or this Section 116 or there is a threatened breach, the Company, without being required to post a bond, shall be entitled to injunctive reliefthen, in addition to any other damages to rights which it the Company may have, the Company shall be entitled, as well as without the costs posting of a bond or other security, to seek injunctive relief to enforce the restrictions contained in such Sections. The Company and reasonable attorneys’ fees it incurs the Executive agree that any such action for injunctive or equitable relief shall be heard in enforcing its a state or federal court situated in Somerset County in the State of New Jersey 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. (f) Each of the rights under this and remedies enumerated in Section 116(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. If any restriction of the covenants contained in this Section 11 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be deemed 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 by reason because of the extentduration of such provision or the area covered thereby, duration or geographic scope thereof, then the Company and/or parties agree that the court making such determination shall have the right power to reduce the duration and/or area of such extent, duration, geographic scope or other provisions thereof, provision and in their its reduced form such restrictions provision shall then be enforceable in the manner contemplated hereby. The parties agree and intend that Executive’s obligations under this Section 11 shall be tolled during any period that Executive is in breach of any of the obligations under this Section 11, so that Company is provided with the full benefit of the restrictive periods set forth herein. Company’s obligations to make any payments or confer any benefit under this Agreement, other than to pay for compensation and benefits accrued but unpaid up to the date of termination, will automatically and immediately terminate in enforceable. (g) In the event that Executive breaches any an actual proceeding is brought in equity to enforce the provisions of his obligations under Section 5 or this Section 116, the Executive 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 be available. (h) The provisions of this Section 6 shall survive any termination of this Agreement.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Executive hereby In consideration of the Company entering into this Agreement with the Participant, the Participant agrees that while he is employed by throughout his or her term of employment with the Company and for a period of one twelve (112) year months following the Participant’s date of termination for any reason of his employmentwith the Company, he will the Participant shall not, directly or indirectly, engage divert or attempt to divert or assist others in diverting any business of the Company by soliciting, contacting or activity competitive communicating with any projectcustomer or supplier of the Company with whom the Participant 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 Participant’s date of termination with the Company. The Participant further agrees that for a period of twelve (12) months following his or her date of termination with the Company the Participant shall not, assetdirectly or indirectly, solicit, induce, attempt to induce or partnership assist others in whichattempting to induce any employee of the Company with whom the Participant has worked or had material contact with, during Executivethe twelve (12) month period immediately preceding the termination of the Participant’s employment, to leave the employment of the Company was engaged or was planning a subsidiary of the Company or to become engagedaccept employment or affiliation with any other company or firm of which the Participant becomes an employee, including without limitation the developmentowner, production, marketing partner or sale of Calcitonin products. (b) consultant. The Executive hereby Participant agrees that while he is employed by throughout his or her term of employment with the Company and for a period of one twelve (112) year months following the Participant’s date of termination for any reason of his employment, he that the Participant will not directly or indirectly solicit for employmentmake any statements, employ, engage, advise or recommend to any other person or entity that they employ or solicit for employment or retention as an employee or consultant, or otherwise interfere with the relationship of Company with, any person who is an employee of, or exclusive consultant to, Company. While he is employed by the Company and for a period of one (1) year following the termination for any reason of his employment, Executive further agrees that he will not solicit, encourage, or induce any contact, contractor, agent, client, customer, or the like of Company to terminate its/his/her relationship (contractual or otherwise) with Company (in whole orally or in part)writing, or to refrain from entering into a relationship (contractual or otherwise) with Company, including without limitation any prospective contact, contractor, agent, client, customer, or the like of Company. (c) During the Term of this Agreement and thereafter, neither Executive, nor any person acting on behalf of Executive, shall disparage or cause to be disparaged published or in any forum or through way disseminate any medium of communication, whether directly or indirectly, information concerning the Company or any of its directors, officers, managers, or employees in any forum or through any medium of communication. Except as permitted or required by law, following the termination for any reason of Executive’s employment, no officer or director subsidiaries of the Company shall disparage concerning the Company’s business, business operations or cause to be disparaged business practices that in any forum way, in form or through any medium of communicationsubstance, whether directly xxxxx, disparages or indirectly, Executive. (d) The Executive agrees that the provisions of this Section 11 are necessary and reasonable to protect otherwise casts an unfavorable light upon the Company or any subsidiaries of the Company or upon any of their reputations or standing in the conduct of its business. In business community or the event of community as a breach or threatened breach by the Executive of any of the provisions of this Section 11, the Company, without being required to post a bond, shall be entitled to injunctive relief, in addition to any other damages to which it may be entitled, as well as the costs and reasonable attorneys’ fees it incurs in enforcing its rights under this Section 11. If any restriction contained in this Section 11 shall be deemed to be invalid or unenforceable by reason of the extent, duration or geographic scope thereof, then the Company and/or court shall have the right to reduce such extent, duration, geographic scope or other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby. The parties agree and intend that Executive’s obligations under this Section 11 shall be tolled during any period that Executive is in breach of any of the obligations under this Section 11, so that Company is provided with the full benefit of the restrictive periods set forth herein. Company’s obligations to make any payments or confer any benefit under this Agreement, other than to pay for compensation and benefits accrued but unpaid up to the date of termination, will automatically and immediately terminate in the event that Executive breaches any of his obligations under this Section 11whole.