Common use of Non-Competition Obligation Clause in Contracts

Non-Competition Obligation. (a) During the Exclusive Period and within the Geographic Area, Seller shall not directly or indirectly, without the prior written consent of Purchaser, (i) have any ownership interest in (except for passive ownership of five percent (5%) or less of an entity whose securities are publicly traded) any Competition and excluding any ownership in Purchaser or any successor entity, (ii) participate in the financing, operation, management or control, or assist in or support the development of any Competition or (iii) license any Intellectual Property Rights or technology to any Competition. (b) The covenants contained in Section 7.2(a) shall be construed -------------- as a series of separate covenants, one for each county, city, state and country of the Geographic Area. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in Section ------- 7.2 (a) If, in any judicial proceeding, a court refuses to enforce any of such ------ separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 7.2 are deemed to exceed the time, ----------- geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable laws. (c) Seller acknowledges that (i) the goodwill associated with the Business and customer relationships prior to the Transaction is an integral component of the value of the Business, including the Transferred Technologies, to Purchaser and is reflected in the Purchase Price for the Transaction to be received by Seller, (ii) Seller agreements as set forth herein are necessary to preserve the value of the acquired Business including their goodwill and customer relationships, for Purchaser following the Transaction and (iii) Seller's covenants as set forth in Section 7.2(a) are necessary to preserve the -------------- value of the Transaction for Purchaser following the Effective Date. (d) Seller agrees that it may be impossible or inadequate to fully measure and calculate Purchaser damages from any breach of the covenants set forth in Section 7.2(a). Accordingly, Seller agrees that if it breaches or -------------- threatens to breach any provision of Section 7.2(a), Purchaser shall be entitled -------------- to, in addition to any other right or remedy otherwise available, an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of such provision of this Agreement. Seller further agrees that no bond or other security shall be required of Purchaser in obtaining such equitable relief, nor will proof of irreparable harm be required for such equitable relief. Seller hereby expressly consents to the issuance of such injunctive relief, whether in the form of a temporary restraining order or otherwise, and to the ordering of such specific performance. (e) The provisions of this Section 7.2 shall not apply to Ephraim ----------- Xxxxxx as an individual; provided, however, that nothing contained in this -------- ------- Agreement shall effect the duties, rights or obligations of Xx. Xxxxxx or Purchaser under any arrangements or agreements between Xx. Xxxxxx and Purchaser.

Non-Competition Obligation. (a) During Subject to Section 6.5(b), during the Exclusive Period period commencing on the Distribution Date and within ending on the Geographic Areaearlier of the third (3rd) anniversary of the Distribution Date and the time as of immediately prior to the consummation of an Emergent Change of Control (the “Restricted Period”), Seller Emergent shall not directly (and it shall cause each other Restricted Party not to) engage in any Competitive Activities anywhere in the world. (b) Aptevo hereby agrees that the covenant set forth in Section 6.5(a) above shall not be deemed to prohibit or indirectly, without the prior written consent of Purchaser, otherwise restrict any Restricted Party from: (i) providing services to any member of the Aptevo Group, or otherwise performing such Restricted Party’s obligations or exercising its rights, under the terms of this Agreement or any Ancillary Agreement or otherwise taking any action in furtherance of the Separation, the Distribution and the other transactions contemplated by this Agreement and the Ancillary Agreements; (ii) owning or acquiring any Person that engages in Competitive Activities if (A) such Competitive Activities account for less than thirty-three percent (33%) of such person’s consolidated annual revenues for the most recent calendar year ended prior to such acquisition or (B) following such acquisition until the earlier of the eighteen (18) month anniversary thereof or the end of the Restricted Period, such Restricted Party shall have used commercially reasonable efforts to divest or cease the portion of such Person’s business that is engaged in Competitive Activities; provided that such Restricted Party shall have a minimum of eighteen (18) months following such acquisition to complete such divestiture or cessation; (iii) purchasing products or services from, or selling products or services to, or otherwise engaging in a subcontracting, contract manufacturing or other commercial relationship with, any ownership interest Person that is engaged in Competitive Activities; (except iv) engaging in any business in which (after giving effect to the Distribution) any Restricted Party is currently engaged, whether or not any one or more products or services associated with such business activities might be deemed to be competitive in some manner with the Competitive Activities; (v) acquiring rights to any product or assets (whether by purchase, license or otherwise) that may be used for passive ownership Competitive Activities if such product or assets are not so employed or otherwise would fall within the exception set forth in clause (ii) above if they were an acquired Person for purposes of such clause (ii); or (vi) acquiring or owning securities of a Person whose securities are publicly traded on a recognized securities exchange or quotation system representing not in excess of five percent (5%) or less of an entity whose securities are publicly traded) any Competition and excluding any ownership in Purchaser or any successor entity, (ii) participate in the financing, operation, management or control, or assist in or support the development of any Competition or (iii) license any Intellectual Property Rights or technology to any Competition. (b) The covenants contained in Section 7.2(a) shall be construed -------------- as a series of separate covenants, one for each county, city, state and country of the Geographic Area. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in Section ------- 7.2 (a) If, in any judicial proceeding, a court refuses to enforce any class of such ------ separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 7.2 are deemed to exceed the time, ----------- geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable lawssecurities. (c) Seller acknowledges that (i) the goodwill associated with the Business and customer relationships prior to the Transaction is an integral component of the value of the Business, including the Transferred Technologies, to Purchaser and is reflected in the Purchase Price for the Transaction to be received by Seller, (ii) Seller agreements as set forth herein are necessary to preserve the value of the acquired Business including their goodwill and customer relationships, for Purchaser following the Transaction and (iii) Seller's covenants as set forth in Section 7.2(a) are necessary to preserve the -------------- value of the Transaction for Purchaser following the Effective Date. (d) Seller agrees that it may be impossible or inadequate to fully measure and calculate Purchaser damages from any breach of the covenants set forth in Section 7.2(a). Accordingly, Seller agrees that if it breaches or -------------- threatens to breach any provision of Section 7.2(a), Purchaser shall be entitled -------------- to, in addition to any other right or remedy otherwise available, an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of such provision of this Agreement. Seller further agrees that no bond or other security shall be required of Purchaser in obtaining such equitable relief, nor will proof of irreparable harm be required for such equitable relief. Seller hereby expressly consents to the issuance of such injunctive relief, whether in the form of a temporary restraining order or otherwise, and to the ordering of such specific performance. (e) The provisions of this Section 7.2 shall not apply to Ephraim ----------- Xxxxxx as an individual; provided, however, that nothing contained in this -------- ------- Agreement shall effect the duties, rights or obligations of Xx. Xxxxxx or Purchaser under any arrangements or agreements between Xx. Xxxxxx and Purchaser.

Non-Competition Obligation. (a) During Subject to Section 6.5(b), during the Exclusive Period period commencing on the Distribution Date and within ending on the Geographic Areaearlier of the third (3rd) anniversary of the Distribution Date and the time as of immediately prior to the consummation of an Emergent Change of Control (the "Restricted Period"), Seller Emergent shall not directly (and it shall cause each other Restricted Party not to) engage in any Competitive Activities anywhere in the world. (b) Aptevo hereby agrees that the covenant set forth in Section 6.5(a) above shall not be deemed to prohibit or indirectly, without the prior written consent of Purchaser, otherwise restrict any Restricted Party from: (i) providing services to any member of the Aptevo Group, or otherwise performing such Restricted Party's obligations or exercising its rights, under the terms of this Agreement or any Ancillary Agreement or otherwise taking any action in furtherance of the Separation, the Distribution and the other transactions contemplated by this Agreement and the Ancillary Agreements; (ii) owning or acquiring any Person that engages in Competitive Activities if (A) such Competitive Activities account for less than thirty-three percent (33%) of such person's consolidated annual revenues for the most recent calendar year ended prior to such acquisition or (B) following such acquisition until the earlier of the eighteen (18) month anniversary thereof or the end of the Restricted Period, such Restricted Party shall have used commercially reasonable efforts to divest or cease the portion of such Person's business that is engaged in Competitive Activities; provided that such Restricted Party shall have a minimum of eighteen (18) months following such acquisition to complete such divestiture or cessation; (iii) purchasing products or services from, or selling products or services to, or otherwise engaging in a subcontracting, contract manufacturing or other commercial relationship with, any ownership interest Person that is engaged in Competitive Activities; (except iv) engaging in any business in which (after giving effect to the Distribution) any Restricted Party is currently engaged, whether or not any one or more products or services associated with such business activities might be deemed to be competitive in some manner with the Competitive Activities; (v) acquiring rights to any product or assets (whether by purchase, license or otherwise) that may be used for passive ownership Competitive Activities if such product or assets are not so employed or otherwise would fall within the exception set forth in clause (ii) above if they were an acquired Person for purposes of such clause (ii); or (vi) acquiring or owning securities of a Person whose securities are publicly traded on a recognized securities exchange or quotation system representing not in excess of five percent (5%) or less of an entity whose securities are publicly traded) any Competition and excluding any ownership in Purchaser or any successor entity, (ii) participate in the financing, operation, management or control, or assist in or support the development of any Competition or (iii) license any Intellectual Property Rights or technology to any Competition. (b) The covenants contained in Section 7.2(a) shall be construed -------------- as a series of separate covenants, one for each county, city, state and country of the Geographic Area. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in Section ------- 7.2 (a) If, in any judicial proceeding, a court refuses to enforce any class of such ------ separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 7.2 are deemed to exceed the time, ----------- geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable lawssecurities. (c) Seller acknowledges that (i) the goodwill associated with the Business and customer relationships prior to the Transaction is an integral component of the value of the Business, including the Transferred Technologies, to Purchaser and is reflected in the Purchase Price for the Transaction to be received by Seller, (ii) Seller agreements as set forth herein are necessary to preserve the value of the acquired Business including their goodwill and customer relationships, for Purchaser following the Transaction and (iii) Seller's covenants as set forth in Section 7.2(a) are necessary to preserve the -------------- value of the Transaction for Purchaser following the Effective Date. (d) Seller agrees that it may be impossible or inadequate to fully measure and calculate Purchaser damages from any breach of the covenants set forth in Section 7.2(a). Accordingly, Seller agrees that if it breaches or -------------- threatens to breach any provision of Section 7.2(a), Purchaser shall be entitled -------------- to, in addition to any other right or remedy otherwise available, an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of such provision of this Agreement. Seller further agrees that no bond or other security shall be required of Purchaser in obtaining such equitable relief, nor will proof of irreparable harm be required for such equitable relief. Seller hereby expressly consents to the issuance of such injunctive relief, whether in the form of a temporary restraining order or otherwise, and to the ordering of such specific performance. (e) The provisions of this Section 7.2 shall not apply to Ephraim ----------- Xxxxxx as an individual; provided, however, that nothing contained in this -------- ------- Agreement shall effect the duties, rights or obligations of Xx. Xxxxxx or Purchaser under any arrangements or agreements between Xx. Xxxxxx and Purchaser.

Non-Competition Obligation. (a) During In partial consideration of the Exclusive Period and within payment of the Geographic Area, Seller shall not directly or indirectlyPurchase Price, without the prior written consent of PurchaserBuyer, Seller and its Affiliates shall not directly or indirectly (other than on behalf of Buyer): (i) have any ownership interest for a period of two (2) years from the Closing Date, engage in (except for passive ownership of five percent (5%) a Competitive Business Activity, or less of an entity whose securities are publicly traded) any Competition and excluding any ownership in Purchaser or any successor entity, (ii) participate in the financing, operation, management or control, or assist in or support the development control of any Competition Person, firm, partnership, corporation, entity or (iii) license any Intellectual Property Rights or technology to any Competition. (b) The covenants contained business engaged in Section 7.2(a) shall be construed -------------- as a series of separate covenants, one for each county, city, state and country of the Geographic Area. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in Section ------- 7.2 (a) If, in any judicial proceeding, a court refuses to enforce any of such ------ separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 7.2 are deemed to exceed the time, ----------- geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable laws. (c) Seller acknowledges that (i) the goodwill associated with the Competitive Business and customer relationships prior to the Transaction is an integral component of the value of the Business, including the Transferred Technologies, to Purchaser and is reflected in the Purchase Price for the Transaction to be received by Seller, (ii) Seller agreements as set forth herein are necessary to preserve the value of the acquired Business including their goodwill and customer relationships, for Purchaser following the Transaction and (iii) Seller's covenants as set forth in Section 7.2(a) are necessary to preserve the -------------- value of the Transaction for Purchaser following the Effective Date. (d) Seller agrees that it may be impossible or inadequate to fully measure and calculate Purchaser damages from any breach of the covenants set forth in Section 7.2(a). Accordingly, Seller agrees that if it breaches or -------------- threatens to breach any provision of Section 7.2(a), Purchaser shall be entitled -------------- to, in addition to any other right or remedy otherwise available, an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of such provision of this Agreement. Seller further agrees that no bond or other security shall be required of Purchaser in obtaining such equitable relief, nor will proof of irreparable harm be required for such equitable relief. Seller hereby expressly consents to the issuance of such injunctive relief, whether in the form of a temporary restraining order or otherwise, and to the ordering of such specific performance. (e) The provisions of this Section 7.2 shall not apply to Ephraim ----------- Xxxxxx as an individualActivity; provided, however, that nothing contained any Affiliate of the Seller shall be permitted to continue to engage in this -------- ------- Agreement shall effect all business activities, including any Competitive Business Activity in which Seller and its Affiliates are engaged on the dutiesClosing Date and which are evidenced in any of the books and records of the Seller of any Affiliate of the Seller on or before the Closing Date. (ii) For a period of two (2) years from the Closing Date, rights re-hire any Transferred Employee or directly or indirectly solicit, encourage or take any other action to induce or encourage any Transferred Employee to terminate his or her employment with Buyer, except (a) as a result of the use of a general solicitation (such as an advertisement) not specifically directed to any Transferred Employee; (b) if the Transferred Employee or his/her agent initiated the contact with Seller for purposes of discussing any potential employment; and (c) except in the case of any Transferred Employee terminated by Buyer. (iii) use, disclose or reveal to any Person, any confidential information relating to the Assets; provided, however, that the obligations of Xxthis clause (iii) shall terminate with respect to any business information that does not constitute a trade secret under applicable law upon the expiration of three (3) years after the Closing Date. Xxxxxx In the event that Seller or Purchaser under any arrangements of its agents, representative, Affiliates, employees, officers or agreements between Xx. Xxxxxx and Purchaser.directors becomes legally compelled to disclose any such confidential information, Seller shall provide Buyer with prompt written notice of such requirement so that Buyer may, at Buyer’s complete discretion, seek a protective order or other remedy or waive compliance with this Section 6.5(a)(iii) in the event that such protective order or other remedy is not obtained; if Buyer waives compliance with this