Common use of Non-Competition; Non-Solicitation of Employees Clause in Contracts

Non-Competition; Non-Solicitation of Employees. (a) For period of five years from the date of this Agreement, Seller shall not, directly engage in, be employed by, own, manage, operate, control, participate in the ownership, management, operation or control of, provide financing to, or otherwise participate in (whether as a member, manager, director, officer, employee, representative, subcontractor, partner, consultant, proprietor, or agent, any other business or any Person for the purpose of assisting in such other business or Person in the development of: (i) any myostatin modulating, regulatory or inhibiting products, (ii) any fertile egg-based products; and/or (iii) any follistatin-based products; provided, however, that the foregoing shall not prevent any of Seller or its Affiliates from owning, in the aggregate, not more than one percent (1%) of the outstanding capital stock or other equity interests in any Person, so long as Seller and its Affiliates have no participation in the management or operation of, and perform no services for, such Person. Notwithstanding the foregoing, this Section 6.4(a) shall not restrict Seller from engaging in any business (other than the MYO-T12 Activities and activities in connection with the Acquired Assets) in which it is engaged as of the date hereof. (b) Seller acknowledges and agrees that its breach of this Section 6.4 would result in irreparable harm to Buyer for which Buyer’s remedies at law would be inadequate. Seller therefore agrees and consents that temporary and permanent injunctive relief may be granted to Buyer in a proceeding brought to enforce this Section 6.4, and Seller will not claim as a defense thereto that Buyer has an adequate remedy at law. Seller acknowledges and agrees that (i) it will materially benefit from the consummation of the transactions contemplated by this Agreement, (ii) the agreement of Seller to the covenants in this Section 6.4 is a material inducement by Seller to persuade Buyer to consummate the transactions contemplated by this Agreement, and Buyer would not have otherwise done so if Seller did not agree to such covenants, and (iii) the Seller is agreeing to the covenants of this Section 6.4 freely, voluntarily, and without duress or coercion. (c) If a court of competent jurisdiction declares in a final judgment that any term or provision of this ‎Section 6.4 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation of Employees. Employee and Iomega hereby agree that the agreement dated July 23, 1999 between Employee and COMPANY is amended in that the third paragraph of Section 4 of said agreement shall be amended to read as follows: "Through June 30, 2002, I will not perform services for any entity, including myself, which competes with the company. For purposes of this section, any entity (including but not limited to a person, partnership, corporation, or joint venture) will be considered to compete with the COMPANY if such entity (or in the case of a multi-billion dollar, multi-division corporation, the division thereof for which services are proposed to be performed by Employee) engages directly or indirectly, as part or all of its business, in a) the personal removable storage market, b) the CD-RW optical storage market, or c) the Network Attached Storage ("NAS") market. For period of five years from the date purposes of this Agreementsection, Seller performing services shall include but not be limited to positions as an employee, consultant, contractor, officer, joint venturer, owner in full or part (excluding ownership of less than 1% in a publicly traded company), partner or director." All other provisions of such July 23, 1999 agreement shall survive and remain in full force and effect. Further, Employee agrees that for one year following Employee's separation from employment with Iomega, Employee shall not, directly engage inor indirectly, be employed byin any capacity (including but not limited to, ownas an individual, managea sole proprietor, operatea member of a partnership, controla stockholder, participate in the ownershipinvestor, managementofficer, operation or control ofdirector of a corporation, provide financing toan employee, agent, associate, or consultant of any person, firm or corporation or other entity) hire any person from, attempt to hire any person from, or solicit, induce, persuade, or otherwise participate cause any person to leave his or her employment with Iomega. Any breach of Employee's obligations under this section shall, in (whether as a memberaddition to all other remedies available to Iomega, manager, director, officer, employee, representative, subcontractor, partner, consultant, proprietor, or agent, any other business or any Person for the purpose of assisting in such other business or Person result in the development of: (i) immediate release of Iomega from any myostatin modulating, regulatory or inhibiting products, (ii) any fertile egg-based products; and/or (iii) any follistatin-based products; provided, however, that the foregoing shall not prevent any of Seller or its Affiliates from owning, in the aggregate, not more than one percent (1%) of the outstanding capital stock or other equity interests in any Person, so long as Seller and its Affiliates obligations it would otherwise have no participation in the management or operation of, and perform no services for, such Person. Notwithstanding the foregoing, this Section 6.4(a) shall not restrict Seller from engaging in any business (other than the MYO-T12 Activities and activities in connection with the Acquired Assets) in which it is engaged as of the date hereof. (b) Seller acknowledges and agrees that its breach of this Section 6.4 would result in irreparable harm to Buyer for which Buyer’s remedies at law would be inadequate. Seller therefore agrees and consents that temporary and permanent injunctive relief may be granted to Buyer in a proceeding brought to enforce this Section 6.4, and Seller will not claim as a defense thereto that Buyer has an adequate remedy at law. Seller acknowledges and agrees that (i) it will materially benefit from the consummation of the transactions contemplated by provide further payments under this Agreement, (ii) the agreement of Seller to the covenants in this Section 6.4 is a material inducement by Seller to persuade Buyer to consummate the transactions contemplated by this Agreement, and Buyer would not have otherwise done so if Seller did not agree to such covenants, and (iii) the Seller is agreeing to the covenants of this Section 6.4 freely, voluntarily, and without duress or coercion. (c) If a court of competent jurisdiction declares in a final judgment that any term or provision of this ‎Section 6.4 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation of Employees. (a) For period of five years from the date of this Agreement, Seller shall not, directly engage in, be employed by, own, manage, operate, control, participate in the ownership, management, operation or control of, provide financing to, or otherwise participate in (whether as a member, manager, director, officer, employee, representative, subcontractor, partner, consultant, proprietor, or agent, any other business or any Person for the purpose of assisting in such other business or Person in the development of: (i) any myostatin modulating, regulatory or inhibiting products, (ii) any fertile egg-based products; and/or (iii) any follistatin-based products; provided, however, that the foregoing shall not prevent any of Seller or its Affiliates from owning, in the aggregate, not more than one percent (1%) of the outstanding capital stock or other equity interests in any Person, so long as Seller and its Affiliates have no participation in the management or operation of, and perform no services for, such Person. Notwithstanding the foregoing, this Section 6.4(a) shall not restrict Seller from engaging in any business (other than the MYO-T12 Activities and activities in connection with the Acquired Assets) in which it is engaged as of the date hereof.. 25 (b) Seller acknowledges and agrees that its breach of this Section 6.4 would result in irreparable harm to Buyer for which Buyer’s remedies at law would be inadequate. Seller therefore agrees and consents that temporary and permanent injunctive relief may be granted to Buyer in a proceeding brought to enforce this Section 6.4, and Seller will not claim as a defense thereto that Buyer has an adequate remedy at law. Seller acknowledges and agrees that (i) it will materially benefit from the consummation of the transactions contemplated by this Agreement, (ii) the agreement of Seller to the covenants in this Section 6.4 is a material inducement by Seller to persuade Buyer to consummate the transactions contemplated by this Agreement, and Buyer would not have otherwise done so if Seller did not agree to such covenants, and (iii) the Seller is agreeing to the covenants of this Section 6.4 freely, voluntarily, and without duress or coercion. (c) If a court of competent jurisdiction declares in a final judgment that any term or provision of this ‎Section 6.4 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.