Common use of OBLIGATIONS DURING EMPLOYMENT Clause in Contracts

OBLIGATIONS DURING EMPLOYMENT. 17.1 Save with the prior written permission of the Board, you shall not during your employment (whether during or outside normal working hours): (a) hold any Material Interest in any person which: (i) is or shall be wholly or partly in competition with any of the Businesses; (ii) impairs or might reasonably be thought by the Company to impair your ability to act at all times in the best interests of the Company and/or any Group Company; and/or (iii) requires or might reasonably be thought by the Company to require you to make use of or disclose any Confidential Information to further your interests in that person; (b) take any preparatory steps to become engaged or interested in any capacity whatsoever in any business or venture which is in or is intended to enter into competition with any of the Businesses; (c) carry out any public or private work other than the Duties (whether for profit or otherwise); (d) directly or indirectly receive in respect of any goods or services sold or purchased or any other business transacted (whether or not by you) by or on behalf of the Company and/or any Group Company any discount, rebate, commission or other inducement (whether in cash or in kind) which is not authorised by the relevant Company and/or Group Company rules or guidelines. You will account to the Company for the value of any such inducement, provided that it is expressly agreed that you may continue to consult to Synergy Pharmaceuticals Inc. 17.2 You shall observe relevant rules of law, requirements, recommendations, rules and regulations (as amended from time to time) of the London Stock Exchange pie or any other Recognised Exchange, the Model Code and/or the FSMA and the Company guidelines/codes relating to dealings in shares, debentures or other securities of the Company and/or any Group Company. In relation to overseas dealing you shall observe all laws and all regulations of the stock exchange, market or dealing system in which country or state such dealings take place.

OBLIGATIONS DURING EMPLOYMENT. 17.1 Save with the prior written permission of the Board, you shall not during your employment (whether during or outside normal working hours): (a) hold any Material Interest in any person which: (i) is or shall be wholly or partly in competition with any of the Businesses; (ii) impairs or might reasonably be thought by the Company to impair your ability to act at all times in the best interests of the Company and/or any Group Company; and/or (iii) requires or might reasonably be thought by the Company to require you to make use of or disclose any Confidential Information to further your interests in that person; (b) take any preparatory steps to become engaged or interested in any capacity whatsoever in any business or venture which is in or is intended to enter into competition with any of the Businesses; (c) carry out any public or private work other than the Duties (whether for profit or otherwise); (d) directly or indirectly receive in respect of any goods or services sold or purchased or any other business transacted (whether or not by you) by or on behalf of the Company and/or any Group Company any discount, rebate, commission or other inducement (whether in cash or in kind) which is not authorised by the relevant Company and/or Group Company rules or guidelines. You will account to the Company for the value of any such inducement, provided that it is expressly agreed that you may continue to consult to Synergy Pharmaceuticals Inc. 17.2 You shall observe relevant rules of law, requirements, recommendations, rules and regulations (as amended from time to time) of the London Stock Exchange pie plc or any other Recognised Exchange, the Model Code and/or the FSMA and the Company guidelines/codes relating to dealings in shares, debentures or other securities of the Company and/or any Group Company. In relation to overseas dealing you shall observe all laws and all regulations of the stock exchange, market or dealing system in which country or state such dealings take place.

OBLIGATIONS DURING EMPLOYMENT. 17.1 Save with the prior written permission of the Board, you shall not during your employment (whether during or outside normal working hours): (a) hold any Material Interest in any person which: (i) is or shall be wholly or partly in competition with any of the Businesses; (ii) impairs or might reasonably be thought by the Company to impair your ability to act at all times in the best interests of the Company and/or any Group Company; and/or (iii) requires or might reasonably be thought by the Company to require you to make use of or disclose any Confidential Information to further your interests in that person; (b) take any preparatory steps to become engaged or interested in any capacity whatsoever in any business or venture which is in or is intended to enter into competition with any of the Businesses; (c) carry out any public or private work other than the Duties (whether for profit or otherwise); (d) directly or indirectly receive in respect of any goods or services sold or purchased or any other business transacted (whether or not by you) by or on behalf of the Company and/or any Group Company any discount, rebate, commission or other inducement (whether in cash or in kind) which is not authorised by the relevant Company and/or Group Company rules or guidelines. You will account to the Company for the value of any such inducement, provided that it is expressly agreed that you may continue to consult to Synergy Pharmaceuticals Inc.. 17.2 You shall observe relevant rules of law, requirements, recommendations, rules and regulations (as amended from time to time) of the London Stock Exchange pie or any other Recognised Exchange, the Model Code and/or the FSMA law and the Company guidelines/codes relating to dealings in shares, debentures or other securities of the Company and/or any Group Company. In relation to overseas dealing you shall observe all laws and all regulations of the stock exchange, market or dealing system in which country or state such dealings take place.

OBLIGATIONS DURING EMPLOYMENT. 17.1 Save with (1) The Executive shall during the prior written permission continuance of the Board, you shall not during your employment (whether during or outside normal working hours):his employment:- (a) hold any Material Interest unless prevented by sickness or injury devote the whole of his time, attention, industry, ability, expertise, skill and ingenuity during working hours (as described in any person which: (iClause 5) is or to his duties under this Agreement and shall faithfully and using his best endeavours carry out all work which may be wholly or partly in competition with any required of the Businesses; (ii) impairs or might reasonably be thought by the Company to impair your ability to act at all times in the best interests of the Company and/or any Group Company; and/or (iii) requires or might reasonably be thought by the Company to require you to make use of or disclose any Confidential Information to further your interests in that personhim; (b) take any preparatory steps to become engaged or interested in any capacity whatsoever in any business or venture which is in or is intended to enter into competition comply with any of all reasonable and lawful requests made by the BusinessesBoard; (c) carry out any public or private work other than use his best endeavours to promote the Duties (whether for profit or otherwise)interests of the Group; (d) directly work at the Company's offices at Cox Lane, Chessington, Surrey KT9 1SJ or indirectly receive in respect of at any goods or services sold or purchased or any other business transacted (whether or not by you) by or on behalf of the Company and/or any Group Company any discount, rebate, commission or Comxxxx'x xx xxx Associated Company's other inducement (whether offices in cash or in kind) which is not authorised by the relevant Company and/or Group Company rules or guidelines. You will account to the Company for the value of any such inducement, provided that it is expressly agreed that you may continue to consult to Synergy Pharmaceuticals Inc. 17.2 You shall observe relevant rules of law, requirements, recommendations, rules and regulations (United Kingdom as amended directed from time to time. (e) travel on Company or Associated Company business in the United Kingdom or overseas as the Company or Associated Company may from time to time require which may include travelling outside normal business hours, at weekends and on bank or public holidays; (f) at such time as the Company may reasonably request and at the expense of the London Stock Exchange pie Company undergo a medical examination by a doctor of the Company's choice and permit disclosure of the results of such medical examination to the Company. The Company shall keep the results of such medical examination confidential save insofar as it is necessary to disclose the results for the purpose of obtaining or maintaining any policy of insurance required by the Company or save as required by law; and (g) report to the Board any matters of concern that come to the Executive's attention as it is the duty of the Executive to report any acts of misconduct, dishonesty, breach of Company rules or breach of any of the rules of any relevant regulatory bodies committed, contemplated or discussed by any other member of staff or other third party. The Company shall keep confidential whatever is reported save as required by law or a court or authority of competent jurisdiction. Failure to act in accordance with this provision is a disciplinary matter which may lead to summary dismissal. (2) Notwithstanding the foregoing or any other Recognised Exchange, provision of this Agreement:- (a) the Model Code and/or Company shall be entitled during the FSMA continuance of the Executive's employment to make the Executive's services available to any other person firm or company outside the Group at such locations and for such periods and on such terms as the Company and the Executive shall reasonably agree and shall enter into any agreement with such other person as the Company guidelines/codes relating may reasonably require to dealings give full effect to such arrangement; and (b) the Company shall be entitled at any time during the continuance of the Executive's employment to appoint another person or persons to act jointly with the Executive in shares, debentures or other securities discharging his duties. (3) The Executive's duties as a director of the Company and/or or any Group Company. In relation Associated Company are subject to overseas dealing you shall observe all laws and all regulations the Articles of Association of the stock exchangeCompany or any Associated Company for the time being. (4) The Board may at any time require the Executive to cease temporarily or otherwise from performing and exercising such duties or powers or any of them and, market during the period of any notice given pursuant to Clause 14(1), the Company shall be entitled at any time or dealing system times to require the Executive to cease to attend at the premises of the Company or any Associated Company in each case to such extent and for so long as the Board may from time to time determine during which country period or state periods:- (a) the Executive shall nevertheless remain available to perform any such dealings take placeduties and/or to exercise any such powers, authorities and discretions if and when called upon so to do by the Board; (b) subject as provided in this Clause 3(5), the remaining provisions of this Agreement shall continue to remain in full force and effect; (c) the Executive shall be permitted to seek further employment starting after the Termination Date; and (d) the Executive shall be provided with the information and powers necessary for him to carry on his statutory obligations as a director pursuant to, without limitation to the generality of the foregoing, the Companies Act 1985 and the Financial Services Act 1986. (5) The Executive shxxx xxx be entitled to any payment ix xxxxxxs or entitled to make, bring or base any claim or counter-claim whatsoever upon or as a result of the exercise by the Company of its rights under Clause 3(5).

OBLIGATIONS DURING EMPLOYMENT. 17.1 Save as provided for in clause 17.2 or with the prior written permission of the BoardBoard (not to be unreasonably withheld), you shall not during your employment (whether during or outside normal working hours): (a) hold any Material Interest in any person which: (i) is or shall be wholly or partly in competition with any of the Businesses; (ii) impairs or might reasonably be thought by the Company to impair your ability to act at all times in the best interests of the Company and/or any Group Company; and/or (iii) requires or might reasonably be thought by the Company to require you to make use of or disclose any Confidential Information to further your interests in that person; (b) take any preparatory steps to become engaged or interested in any capacity whatsoever in any business or venture which is in or is intended to enter into competition with any of the Businesses; (c) carry out any public or private work other than the Duties (whether for profit or otherwise); (d) directly or indirectly receive in respect of any goods or services sold or purchased or any other business transacted (whether or not by you) by or on behalf of the Company and/or any Group Company any discount, rebate, commission or other inducement (whether in cash or in kind) which is not authorised by the relevant Company and/or Group Company rules or guidelines. You will account to the Company for the value of any such inducement, provided that it is expressly agreed that you may . 17.2 You shall be permitted to continue to consult to Synergy Pharmaceuticals Inc.hold your position as a non-executive director of FISCALTEC Group Limited (registered in England with company number 04801615) as approved by the Company. 17.2 17.3 You shall observe relevant rules of law, requirements, recommendations, rules and regulations (as amended from time to time) of the London Stock any Recognised Exchange pie or any other Recognised Exchange, the Model Code and/or the FSMA and the Company guidelines/codes relating to dealings in shares, debentures or other securities of the Company and/or any Group Company. In relation to overseas dealing you shall observe all laws and all regulations of the stock exchange, market or dealing system in which country or state such dealings take placeParent.

OBLIGATIONS DURING EMPLOYMENT. 17.1 16.1 Save with the prior written permission of the BoardCEO and/or the President, you shall not during your employment (whether during or outside normal working hours): (a) hold any Material Interest in any person which: (i) is or shall be wholly or partly in competition with any of the Businesses; (ii) impairs or might reasonably be thought by the Company to impair your ability to act at all times in the best interests of the Company and/or any Group CompanyCompany ; and/or (iii) requires or might reasonably be thought by the Company to require you to make use of or disclose any Confidential Information to further your interests in that person; (b) take any preparatory steps to become engaged or interested in any capacity whatsoever in any business or venture which is in or is intended to enter into competition with any of the Businesses; (c) carry out any public or private work other than the Duties (whether for profit or otherwise); (d) directly or indirectly receive in respect of any goods or services sold or purchased or any other business transacted (whether or not by you) by or on behalf of the Company and/or any Group Company any discount, rebate, commission or other inducement (whether in cash or in kind) which is not authorised by the relevant Company and/or Group Company rules or guidelines. You will account to the Company for the value of any such inducement, provided that it is expressly agreed that you may continue to consult to Synergy Pharmaceuticals Inc.. 17.2 16.2 You shall observe relevant rules of law, requirements, recommendations, rules and regulations (as amended from time to time) of the London Stock Exchange pie or any other Recognised Exchange, the Model Code and/or the FSMA law and the Company guidelines/codes relating to dealings in shares, debentures or other securities of the Company and/or any Group Company. In relation to overseas dealing you shall observe all laws and all regulations of the stock exchange, market or dealing system in which country or state such dealings take place.

OBLIGATIONS DURING EMPLOYMENT. 17.1 13.1 Save with the our prior written permission of the Board, you shall will not during your employment (whether during or outside normal working hours): (a) hold undertake any Material Interest work or be in any person which: way concerned or interested in any business or activity which may in our opinion adversely affect the proper performance of your duties save that you shall not be prevented from holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company (iwhether or not it is listed or dealt in on a recognised exchange) is where such company does not carry on a business similar to or shall be wholly or partly in competition competitive with any of business for the Businesses; (ii) impairs or might reasonably be thought time being carried on by the Company to impair your ability to act at all times in the best interests of the Company us and/or any Group Company; and/or (iii) requires or might reasonably be thought by the Company to require you to make use of or disclose any Confidential Information to further your interests in that person); (b) take any preparatory steps to become engaged or interested in any capacity whatsoever in any business or venture which is in or is intended to enter into competition with any of the Businessesour and/or any Group Company's businesses; (c) carry out any public or private work other than the Duties your duties under this Agreement (whether for profit or otherwise); (d) directly or indirectly receive in respect of any goods or services sold or purchased or any other business transacted transacted, (whether or not by you) by or on our behalf and/or that of the Company and/or any Group Company Company, any discount, rebate, commission or other inducement (whether in cash or in kind) which is not authorised by the relevant Company and/or Group Company rules or guidelines. You will account to the Company us for the value of any such inducement, provided that it is expressly agreed that you may continue to consult to Synergy Pharmaceuticals Inc.. 17.2 13.2 You shall will observe relevant rules of law, requirements, recommendations, rules and regulations (as amended from time to time) of the London Stock Exchange pie or any other Recognised Exchange, the Model Code and/or the FSMA law and the Company guidelines/codes relating to dealings in shares, debentures or other securities of the Company and/or any Group Company. In relation to overseas dealing you shall observe all laws and all regulations of the stock exchange, market or dealing system in which country or state such dealings take place.