Common use of Protection of the Companys Interests Clause in Contracts

Protection of the Companys Interests. (a) The parties agree that as of the Effective Date, the business of the Company was the development, manufacture, licensing and sale of pharmaceutical products using drug delivery technologies (hereafter “the business of the Company”). Executive agrees that during the thirty-six (36) consecutive months immediately following the Termination Date, regardless of how, when or why the Executive’s employment ends, Executive will not in any manner or in any capacity, directly or indirectly, for himself or any other person or entity, actually or attempt to do any of the following: (1) Perform any of the same or similar responsibilities as Executive performed for the Company on behalf of a competitor that engages in the business of the Company. (2) Solicit, contact, divert, interfere with or take away any customer of the Company and/or any of its parents, subsidiaries or affiliates (collectively, the “Company Entities,” and individually, a “Company Entity”) that has conducted business or negotiations with any Company Entity during the twelve (12) months immediately preceding the Termination Date. (3) Interfere with any of the suppliers of any Company Entity, including, without limitation, reducing in any material way the willingness or capability of any supplier to continue supplying any Company Entity with their present or contemplated requirements. (4) Solicit or interfere with any Company Entity’s relationship with any of its employees or agents, or provide the names of any Company Entity’s employees or agents, to any third party. (5) Acquire any interest in any business that markets or sells any product or product line that is competitive with any product or product line the Company sold during the twelve (12) months immediately preceding the termination of employment, except as permitted in Section 8 below. (b) Executive further agrees that he will not engage in any of the activities listed above while employed by the Company. (c) Executive acknowledges and agrees that his experience, knowledge and capabilities are such that he can obtain employment in unrelated pharmaceutical, chemical, nutritional, food, industrial, household, confectionery or other businesses, and that the enforcement of this Section 7 by way of injunction would not prevent Executive from earning a livelihood. Executive further agrees that if he has any question(s) regarding the scope of activities restricted by this Section 7, he will, to avoid confusion or misunderstanding, submit the question(s) in writing to the Director, Human Resources of the Company for a written response. Executive additionally agrees to promptly inform and keep the Company advised of the identity of his employer (including any unit or division to which Executive is assigned), his work location, and his title and work responsibilities during the period covered by this Section 7. (d) Executive agrees to fully disclose the terms of this Agreement to any person or entity by which or with whom he may hereafter become employed or to which he may hereafter render services, and agrees that the Company may, if desired, send a copy of this Agreement, or otherwise make the provisions hereof known, to any such entity. (e) In the event of a breach by Executive of any of the terms of Section 7, the period of time the obligations hereunder apply will be automatically extended for a period of time equal to the length of time Executive is in breach. (f) The Executive recognizes and acknowledges that in the course of the Executive’s employment with the Company the Executive has obtained, or may obtain, confidential information, whether specifically designated as such or not, and the Executive agrees to maintain in confidence any confidential information obtained by or from the Company and will not, during the Term or any time thereafter, either directly or indirectly, disclose or use confidential information except with the prior written consent of the Company or until such confidential information will be in the public domain (other than as a result of an unauthorized disclosure by the Executive). For the avoidance of doubt, the parties agree that this Section 7(f) shall survive the termination or expiration of this Agreement for any reason. (g) The Executive agrees not to publicly or privately disparage the Company or any of the Company’s products, services, divisions, affiliates, related companies or current or former officers, directors, trustees, employees, agents, administrators, representatives or fiduciaries. The Company agrees that it will not issue any official statements disparaging the Executive and will instruct its officers not to disparage the Executive. Notwithstanding the foregoing, neither the Executive nor the Company will be restricted from providing information about the other as required by a court or governmental agency or by applicable law. Further, the Company and the Executive shall not be restricted from reporting information regarding his or her performance while employed by the Company to internal or external auditors, special counsel or investigators, any applicable enforcement agencies, regulatory agencies, insurance carriers or in litigation involving the Executive or the Company. The parties agree that this Section 7(g) shall survive the termination or expiration of this Agreement for any reason.

Protection of the Companys Interests. (a) The parties agree that as of the Effective Date, the business of the Company was the development, manufacture, licensing and sale of pharmaceutical products using drug delivery technologies (hereafter “the business of the Company”). Executive agrees that during the thirty-six (36) consecutive months immediately following the Termination Date, regardless of how, when or why the Executive’s employment ends, Executive will not in any manner or in any capacity, directly or indirectly, for himself or any other person or entity, actually or attempt to do any of the following: (1) Perform any of the same or similar responsibilities as Executive performed for the Company on behalf of a competitor that engages in the business of the Company. (2) Solicit, contact, divert, interfere with or take away any customer of the Company and/or any of its parents, subsidiaries or affiliates (collectively, the “Company Entities,” and individually, a “Company Entity”) that has conducted business or negotiations with any Company Entity during the twelve twenty-four (1224) months immediately preceding the Termination Date. (3) Interfere with any of the suppliers of any Company Entity, including, without limitation, reducing in any material way the willingness or capability of any supplier to continue supplying any Company Entity with their present or contemplated requirements. (4) Solicit or interfere with any Company Entity’s relationship with any of its employees or agents, or provide the names of any Company Entity’s employees or agents, to any third party. (5) Acquire any interest in any business that markets or sells any product or product line that is competitive with any product or product line the Company sold during the twelve twenty-four (1224) months immediately preceding the termination of employment, except as permitted in Section 8 below. (b) Executive further agrees that he will not engage in any of the activities listed above while employed by the Company. (c) Executive acknowledges and agrees that his experience, knowledge and capabilities are such that he can obtain employment in unrelated pharmaceutical, chemical, nutritional, food, industrial, household, confectionery or other businesses, and that the enforcement of this Section 7 by way of injunction would not prevent Executive from earning a livelihood. Executive further agrees that if he has any question(s) regarding the scope of activities restricted by this Section 7, he will, to avoid confusion or misunderstanding, submit the question(s) in writing to the Director, Human Resources of the Company for a written response. Executive additionally agrees to promptly inform and keep the Company advised of the identity of his employer (including any unit or division to which Executive is assigned), his work location, and his title and work responsibilities during the period covered by this Section 7. (d) Executive agrees to fully disclose the terms of this Agreement to any person or entity by which or with whom he may hereafter become employed or to which he may hereafter render services, and agrees that the Company may, if desired, send a copy of this Agreement, or otherwise make the provisions hereof known, to any such entity. (e) In the event of a breach by Executive of any of the terms of Section 7, the period of time the obligations hereunder apply will be automatically extended for a period of time equal to the length of time Executive is in breach. (f) The Executive recognizes and acknowledges that in the course of the Executive’s employment with the Company the Executive has obtained, or may obtain, confidential information, whether specifically designated as such or not, and the Executive agrees to maintain in confidence any confidential information obtained by or from the Company and will not, during the Term or any time thereafter, either directly or indirectly, disclose or use confidential information except with the prior written consent of the Company or until such confidential information will be in the public domain (other than as a result of an unauthorized disclosure by the Executive). For the avoidance of doubt, the parties agree that this Section 7(f) shall survive the termination or expiration of this Agreement for any reason. (g) The Executive agrees not to publicly or privately disparage the Company or any of the Company’s products, services, divisions, affiliates, related companies or current or former officers, directors, trustees, employees, agents, administrators, representatives or fiduciaries. The Company agrees that it will not issue any official statements disparaging the Executive and will instruct its officers not to disparage the Executive. Notwithstanding the foregoing, neither the Executive nor the Company will be restricted from providing information about the other as required by a court or governmental agency or by applicable law. Further, the Company and the Executive shall not be restricted from reporting information regarding his or her performance while employed by the Company to internal or external auditors, special counsel or investigators, any applicable enforcement agencies, regulatory agencies, insurance carriers or in litigation involving the Executive or the Company. The parties agree that this Section 7(g) shall survive the termination or expiration of this Agreement for any reason.

Protection of the Companys Interests. (a) The parties agree that as of the Effective Date, the business of the Company was the development, manufacture, licensing marketing and sale of brand name prescription pharmaceutical products using drug delivery technologies (hereafter “the business of the Company”). Executive agrees that during the thirty-six (36) consecutive months immediately following the Termination Date, regardless of how, when or why the Executive’s employment ends, Executive will not in any manner or in any capacity, directly or indirectly, for himself or any other person or entity, actually or attempt to do any of the following: (1) Perform any of the same or similar responsibilities as Executive performed for the Company on behalf of a competitor that engages in the business of the Company. (2) Solicit, contact, divert, interfere with or take away any customer of the Company and/or any of its parents, subsidiaries or affiliates (collectively, the “Company Entities,” and individually, a “Company Entity”) that has conducted business or negotiations with any Company Entity during the twelve (12) months immediately preceding the Termination Date. (3) Interfere with any of the suppliers of any Company Entity, including, without limitation, reducing in any material way the willingness or capability of any supplier to continue supplying any Company Entity with their present or contemplated requirements. (4) Solicit or interfere with any Company Entity’s relationship with any of its employees or agents, or provide the names of any Company Entity’s employees or agents, to any third party. (5) Acquire any interest in any business that markets or sells any product or product line that is competitive with any product or product line the Company sold during the twelve (12) months immediately preceding the termination of employment, except as permitted in Section 8 below. (b) Executive further agrees that he will not engage in any of the activities listed above while employed by the Company. (c) Executive acknowledges and agrees that his experience, knowledge and capabilities are such that he can obtain employment in unrelated pharmaceutical, chemical, nutritional, food, industrial, household, confectionery or other businesses, and that the enforcement of this Section 7 by way of injunction would not prevent Executive from earning a livelihood. Executive further agrees that if he has any question(s) regarding the scope of activities restricted by this Section 7, he will, to avoid confusion or misunderstanding, submit the question(s) in writing to the Director, Human Resources of the Company for a written response. Executive additionally agrees to promptly inform and keep the Company advised of the identity of his employer (including any unit or division to which Executive is assigned), his work location, and his title and work responsibilities during the period covered by this Section 7. (d) Executive agrees to fully disclose the terms of this Agreement to any person or entity by which or with whom he may hereafter become employed or to which he may hereafter render services, and agrees that the Company may, if desired, send a copy of this Agreement, or otherwise make the provisions hereof known, to any such entity. (e) In the event of a breach by Executive of any of the terms of Section 7, the period of time the obligations hereunder apply will be automatically extended for a period of time equal to the length of time Executive is in breach. (f) The Executive recognizes and acknowledges that in the course of the Executive’s employment with the Company the Executive has obtained, or may obtain, confidential information, whether specifically designated as such or not, and the Executive agrees to maintain in confidence any confidential information obtained by or from the Company and will not, during the Term or any time thereafter, either directly or indirectly, disclose or use confidential information except with the prior written consent of the Company or until such confidential information will be in the public domain (other than as a result of an unauthorized disclosure by the Executive). For the avoidance of doubt, the parties agree that this Section 7(f) shall survive the termination or expiration of this Agreement for any reason. (g) The Executive agrees not to publicly or privately disparage the Company or any of the Company’s products, services, divisions, affiliates, related companies or current or former officers, directors, trustees, employees, agents, administrators, representatives or fiduciaries. The Company agrees that it will not issue any official statements disparaging the Executive and will instruct its officers not to disparage the Executive. Notwithstanding the foregoing, neither the Executive nor the Company will be restricted from providing information about the other as required by a court or governmental agency or by applicable law. Further, the Company and the Executive shall not be restricted from reporting information regarding his or her performance while employed by the Company to internal or external auditors, special counsel or investigators, any applicable enforcement agencies, regulatory agencies, insurance carriers or in litigation involving the Executive or the Company. The parties agree that this Section 7(g) shall survive the termination or expiration of this Agreement for any reason.

Protection of the Companys Interests. (a) The parties agree that as of the Effective Date, the business of the Company was the development, manufacture, licensing and sale of pharmaceutical products using drug delivery technologies (hereafter “the business of the Company”). Executive agrees that during the thirty-six (36) consecutive months immediately following the Termination Date, regardless of how, when or why the Executive’s employment ends, Executive will not in any manner or in any capacity, directly or indirectly, for himself or any other person or entity, actually or attempt to do any of the following: (1) Perform any of the same or similar responsibilities as Executive performed for the Company on behalf of a competitor that engages in the business of the Company.. KV: Executive: 10 (2) Solicit, contact, divert, interfere with or take away any customer of the Company and/or any of its parents, subsidiaries or affiliates (collectively, the “Company Entities,” and individually, a “Company Entity”) that has conducted business or negotiations with any Company Entity during the twelve (12) months immediately preceding the Termination Date. (3) Interfere with any of the suppliers of any Company Entity, including, without limitation, reducing in any material way the willingness or capability of any supplier to continue supplying any Company Entity with their present or contemplated requirements. (4) Solicit or interfere with any Company Entity’s relationship with any of its employees or agents, or provide the names of any Company Entity’s employees or agents, to any third party. (5) Acquire any interest in any business that markets or sells any product or product line that is competitive with any product or product line the Company sold during the twelve (12) months immediately preceding the termination of employment, except as permitted in Section 8 below. (b) Executive further agrees that he will not engage in any of the activities listed above while employed by the Company. (c) Executive acknowledges and agrees that his experience, knowledge and capabilities are such that he can obtain employment in unrelated pharmaceutical, chemical, nutritional, food, industrial, household, confectionery or other businesses, and that the enforcement of this Section 7 by way of injunction would not prevent Executive from earning a livelihood. Executive further agrees that if he has any question(s) regarding the scope of activities restricted by this Section 7, he will, to avoid confusion or misunderstanding, submit the question(s) in writing to the Director, Human Resources of the Company for a written response. Executive additionally agrees to promptly inform and keep the Company advised of the identity of his employer (including any unit or division to which Executive is assigned), his work location, and his title and work responsibilities during the period covered by this Section 7. (d) Executive agrees to fully disclose the terms of this Agreement to any person or entity by which or with whom he may hereafter become employed or to which he may hereafter render services, and agrees that the Company may, if desired, send a copy of this Agreement, or otherwise make the provisions hereof known, to any such entity. (e) In the event of a breach by Executive of any of the terms of Section 7, the period of time the obligations hereunder apply will be automatically extended for a period of time equal to the length of time Executive is in breach.. KV: Executive: 11 (f) The Executive recognizes and acknowledges that in the course of the Executive’s employment with the Company the Executive has obtained, or may obtain, confidential information, whether specifically designated as such or not, and the Executive agrees to maintain in confidence any confidential information obtained by or from the Company and will not, during the Term or any time thereafter, either directly or indirectly, disclose or use confidential information except with the prior written consent of the Company or until such confidential information will be in the public domain (other than as a result of an unauthorized disclosure by the Executive). For the avoidance of doubt, the parties agree that this Section 7(f) shall survive the termination or expiration of this Agreement for any reason. (g) The Executive agrees not to publicly or privately disparage the Company or any of the Company’s products, services, divisions, affiliates, related companies or current or former officers, directors, trustees, employees, agents, administrators, representatives or fiduciaries. The Company agrees that it will not issue any official statements disparaging the Executive and will instruct its officers not to disparage the Executive. Notwithstanding the foregoing, neither the Executive nor the Company will be restricted from providing information about the other as required by a court or governmental agency or by applicable law. Further, the Company and the Executive shall not be restricted from reporting information regarding his or her performance while employed by the Company to internal or external auditors, special counsel or investigators, any applicable enforcement agencies, regulatory agencies, insurance carriers or in litigation involving the Executive or the Company. The parties agree that this Section 7(g) shall survive the termination or expiration of this Agreement for any reason.