Common use of RESTRICTIONS ON THE VENDOR Clause in Contracts

RESTRICTIONS ON THE VENDOR. (A) The Vendor undertakes, subject to SUB-CLAUSE (B), that it shall not, and shall procure that each other member of the Vendor's Group shall not for as long as it remains such a member, do any of the following things: (i) for a period of three years after the Completion Date, either alone or jointly with any other person, directly or indirectly carry on, be engaged in or control any business or hold any securities or other participating financial interest (whether in the nature of debt or equity but excluding any interest as a trade creditor arising in the ordinary course of business) in any business which, in any such case, competes with the Diagnostics Business as carried on at Completion in any part of the world in which it is so carried on (a "RESTRICTED BUSINESS"); (ii) for a period of three years after the Completion Date, induce any supplier of the Transferring Business to cease to supply, or to restrict or vary the terms of supply to, the Transferring Business (which shall not preclude any member of the Vendor's Group entering into and/or performing agreements or arrangements on ordinary commercial terms in the ordinary course of business (at the relevant time) of that member where carrying on such business does not amount to a breach of SUB-CLAUSE (A)(i)); (iii) engage any Senior Employee for a period of six months from the Completion Date; (iv) without prejudice to SUB-CLAUSE (A)(iii) and within two years from the Completion Date, solicit or entice away from or persuade to leave the employment of any member of the Purchaser's Group any Senior Employee other than:- (a) any Senior Employee who (prior to such solicitation, enticement or persuasion) has given or received notice terminating such employment; or (b) any Senior Employee who responds (prior to such solicitation, enticement or persuasion) to any public recruitment advertisement (not specifically directed at such Employee) by or on behalf of any member of the Vendor's Group; or (v) assist any person or attempt to do any of the foregoing things save, in the case of assistance to a third party where the activity of the third party who is so assisted would fall under the provisions of SUB-CLAUSE (A) (i) were such third party a member of the Vendor's Group, where such assistance comprises any member of the Vendor's Group entering into and/or performing agreements or arrangements on ordinary commercial terms in the ordinary course of business (at the relevant time) of that member and where carrying on such business does not amount to a breach of SUB-CLAUSE (A)(i). (B) Nothing in SUB-CLAUSE (A) shall prevent any member of the Vendor's Group: (i) being the holder of shares, debentures or other securities of a company which is engaged in any Restricted Business (in each case, conferring not more than 5 per cent. (when aggregated with such holding of any other member of the Vendor's Group) of the votes which would normally be cast at a general meeting of that company); or (ii) acquiring the whole or any part of a business that includes activities the carrying on of which would otherwise amount to a breach of the undertaking contained in SUB-CLAUSE (A)(i) if the turnover of such activities does not amount to more than 25 per cent. of the aggregate turnover of the business concerned; PROVIDED THAT in such case the Vendor shall, or shall cause the relevant member of the Vendor's Group, to (a) use its reasonable endeavours to sell such Restricted Business within 12 months of such acquisition, and (b) invite the Purchaser to participate in any sales process organised in relation thereto, subject to the Purchaser having entered into a confidentiality agreement with, and upon terms reasonably acceptable to, the Vendor or such other member of the Vendor's Group, on the basis that the Vendor or such other member of the Vendor's Group shall allow the Purchaser a period of 15 Business Days prior to the despatch thereof to third parties to review the information memorandum prepared in relation to such sale; or (iii) carrying on research and development into markers; or (iv) using markers in connection with the manufacture, development, marketing and/or sale of diagnostic products for, or which are sold in conjunction with or as part of, food, skin products, hair products, oral hygiene products, deodorant products or household care products (excluding for the avoidance of doubt the products referred to in paragraph (i) of the definition of Diagnostics Business set out in SCHEDULE 1 (Interpretation)); or (v) for the avoidance of doubt, carrying on research and development which is primarily directed at the manufacture, development, marketing and/or sale of any products other than IN VITRO diagnostic products; or (vi) holding any securities or having any other ownership or partnership interest in any person (for the avoidance of doubt, not being a member of the Vendor's Group) the purpose of which is to make and hold investments in different start-up or other businesses; PROVIDED that: (a) no member of the Vendor's Group is able to control or direct such person in any way with respect to the choice or the making of such investments; (b) no member of the Vendor's Group influences any such person to make or hold investments in any Restricted Business; and (c) the scope of any marketing or selling memorandum in respect of the raising of capital for any such person to invest shall not be restricted but shall not expressly focus on any business area which comprises all or any material part of the Restricted Business. (C) The Vendor (for itself and on behalf of each other member of the Vendor's Group) acknowledges that each restraint and undertaking contained in this CLAUSE 22 is both fair and reasonable and the Vendor and Purchaser express their intention that the restraints imposed by this CLAUSE 22 be enforceable to the maximum extent permitted by law. (D) Each of the covenants, obligations and restrictions set out in this CLAUSE 22 will be severable and independent such that if this CLAUSE 22 or any part or provision of this CLAUSE 22 is held or found to be wholly or partly void, invalid, or otherwise unenforceable then such part or provision will be deemed eliminated to the extent to which it is necessary to make this CLAUSE 22 or that part or provision enforceable. (E) If a court of competent jurisdiction determines that the duration of any of the restrictions set out in this CLAUSE 22 is unreasonably long but that a shorter period would be lawful and reasonable, or that the territory is too wide but that a different territory would be lawful and reasonable, then such restrictions shall be read so as to refer to such shorter period and/or different territory, as the court considers valid in respect of such restrictions.

RESTRICTIONS ON THE VENDOR. 5.1 In consideration of the Purchaser agreeing to acquire the Sale Shares on the terms set out herein, the Vendor irrevocably and unconditionally acknowledges and covenants that: 5.1.1 on the Completion Date, it no longer has any interest in the Company and that the Company may negotiate or carry on or be engaged in any business which is of the same or similar type to the business as carried on by the Company or the Vendor at any time prior to the Completion Date; 5.1.2 on or at any time after the Completion Date, the Purchaser, as sole shareholder of the Company on the Completion Date, may deal with the Company in any way as it deems fit and may sell the shares in the capital of the Company or implement any joint venture or merger and acquisition opportunities for the Company (Athe “M&A Transaction”) The to or with any third party company (whether incorporated in Singapore or otherwise and whether engaging or been engaged in any business which is of the same or similar type to the business as carried on by the Company or the Vendor undertakesat any time prior to the Completion Date or otherwise) (the “Third Party Company”); 5.1.3 on or at any time after the Completion Date, the Company may deal with the Company Intellectual Property (including but not limited to a transfer, assignment or licence to any Third Party Company or the creation of a charge, grant of an Encumbrance or any other form of commercial exploitation of the subject matter in question) and any intellectual property rights therein, on such terms and conditions as the Company or the Purchaser may deem fit, subject to SUBthe terms of the Intellectual Property Assignment Agreement; 5.1.4 during the Non-CLAUSE (B)Competition Period, that it the Vendor shall not, and shall procure that each other member without the prior written consent of the Vendor's Group shall not for Purchaser, whether directly or indirectly and whether alone or in conjunction with, or on behalf of, any other person and whether as long as it remains such a memberprincipal, do any of the following thingsshareholder, director, employee, service provider, agent, consultant, partner or otherwise: (i) compete with the Company by carrying on the business of discovering, developing or commercializing novel combination therapies for a period the treatment of three years after the Completion Date, either alone or jointly with any other person, directly or indirectly carry on, be engaged in or control any business or hold any securities or other participating financial interest (whether Non-Competition Infectious Disease anywhere in the nature of debt Restricted Territory other than (A) in connection with Biodefence Applications or equity but excluding any interest as a trade creditor arising Permitted Topical Applications or (B) in the ordinary course event of business) in any business which, in any such case, competes with the Diagnostics Business as carried on at Completion in any part a Change of Control of the world Vendor, if the party acquiring the Vendor has an active program in which it is so carried on the area of a Non-Competition Infectious Disease (a "RESTRICTED BUSINESS"“Competing Business”); (ii) canvass, solicit or approach, or cause to be canvassed, solicited or approached, for a period of three years after orders any person who at any time during the 12 months preceding the Completion DateDate is or was negotiating or in discussions with the Company for the supply of any goods, induce any supplier rights or services or is or was a client or customer of the Transferring Business Company, where the orders relate to cease to supply, or to restrict or vary the terms conduct of supply to, the Transferring Business (which shall not preclude any member of the Vendor's Group entering into and/or performing agreements or arrangements on ordinary commercial terms in the ordinary course of business (at the relevant time) of that member where carrying on such business does not amount to a breach of SUB-CLAUSE (A)(i));Competing Business; and (iii) engage any Senior Employee for a period of six months from the Completion Date; (iv) without prejudice solicit or entice, or endeavour to SUB-CLAUSE (A)(iii) and within two years from the Completion Date, solicit or entice away from the Company or persuade to leave the employment of any member of the Purchaser's Group any Senior Employee other than:- (a) any Senior Employee who (prior to such solicitationemploy an person employed in a managerial, enticement research, pre-clinical, clinical, technical, sales or persuasion) has given or received notice terminating such employment; or (b) any Senior Employee who responds (prior to such solicitation, enticement or persuasion) to any public recruitment advertisement (not specifically directed at such Employee) by or on behalf of any member of the Vendor's Group; or (v) assist any person or attempt to do any of the foregoing things save, in the case of assistance to a third party where the activity of the third party who is so assisted would fall under the provisions of SUB-CLAUSE (A) (i) were such third party a member of the Vendor's Group, where such assistance comprises any member of the Vendor's Group entering into and/or performing agreements or arrangements on ordinary commercial terms in the ordinary course of business (development capacity at the relevant time) of that member and where carrying on such business does not amount to a breach of SUB-CLAUSE (A)(i). (B) Nothing in SUB-CLAUSE (A) shall prevent Completion Date or at any member of time during the Vendor's Group: (i) being the holder of shares, debentures or other securities of a company which is engaged in any Restricted Business (in each case, conferring not more than 5 per cent. (when aggregated with such holding of any other member of the Vendor's Group) of the votes which would normally be cast at a general meeting of that company); or (ii) acquiring the whole or any part of a business that includes activities the carrying on of which would otherwise amount to a breach of the undertaking contained in SUB-CLAUSE (A)(i) if the turnover of such activities does not amount to more than 25 per cent. of the aggregate turnover of the business concerned; PROVIDED THAT in such case the Vendor shall, or shall cause the relevant member of the Vendor's Group, to (a) use its reasonable endeavours to sell such Restricted Business within 12 months of such acquisition, and (b) invite the Purchaser to participate in any sales process organised in relation thereto, subject to the Purchaser having entered into a confidentiality agreement with, and upon terms reasonably acceptable to, the Vendor or such other member of the Vendor's Group, on the basis that the Vendor or such other member of the Vendor's Group shall allow the Purchaser a period of 15 Business Days prior to six months immediately preceding the despatch thereof to third parties to review the information memorandum prepared in relation to such sale; or (iii) carrying on research and development into markers; or (iv) using markers in connection with the manufacture, development, marketing and/or sale of diagnostic products for, or which are sold in conjunction with or as part of, food, skin products, hair products, oral hygiene products, deodorant products or household care products (excluding for the avoidance of doubt the products referred to in paragraph (i) of the definition of Diagnostics Business set out in SCHEDULE 1 (Interpretation)); or (v) for the avoidance of doubt, carrying on research and development which is primarily directed at the manufacture, development, marketing and/or sale of any products other than IN VITRO diagnostic products; or (vi) holding any securities or having any other ownership or partnership interest in any person (for the avoidance of doubt, not being a member of the Vendor's Group) the purpose of which is to make and hold investments in different start-up or other businesses; PROVIDED that: (a) no member of the Vendor's Group is able to control or direct such person in any way with respect to the choice or the making of such investments; (b) no member of the Vendor's Group influences any such person to make or hold investments in any Restricted BusinessCompletion Date; and (c) the scope of any marketing or selling memorandum in respect of the raising of capital for any such person to invest shall not be restricted but shall not expressly focus on any business area which comprises all or any material part of the Restricted Business. (C) The Vendor (for itself and on behalf of each other member of the Vendor's Group) acknowledges that each restraint and undertaking contained in this CLAUSE 22 is both fair and reasonable and the Vendor and Purchaser express their intention that the restraints imposed by this CLAUSE 22 be enforceable to the maximum extent permitted by law. (D) Each of the covenants, obligations and restrictions set out in this CLAUSE 22 will be severable and independent such that if this CLAUSE 22 or any part or provision of this CLAUSE 22 is held or found to be wholly or partly void, invalid, or otherwise unenforceable then such part or provision will be deemed eliminated to the extent to which it is necessary to make this CLAUSE 22 or that part or provision enforceable. (E) If a court of competent jurisdiction determines that the duration of any of the restrictions set out in this CLAUSE 22 is unreasonably long but that a shorter period would be lawful and reasonable, or that the territory is too wide but that a different territory would be lawful and reasonable, then such restrictions shall be read so as to refer to such shorter period and/or different territory, as the court considers valid in respect of such restrictions.

RESTRICTIONS ON THE VENDOR. (A) The 8.1 For the purpose of assuring to the Purchaser the full benefit of the goodwill and business of the Company and in consideration of the agreement of the Purchaser to purchase the Shares on the terms of this Agreement, the Vendor undertakeshereby agrees and undertakes with and represents and warrants to the Purchaser and its successors in title as separate agreements, subject undertakings, representations and warranties that except insofar as it may be authorised to SUB-CLAUSE (B)do so by the Purchaser in writing, that it the Vendor shall not, not and the Vendor shall procure that each other member any Affiliate of the Vendor's Group Vendor shall not not:- 8.1.1 for as long as it remains such a member, do any of the following things: (i) for a period of three two years after the Completion Date, be either alone or jointly with any other person, directly or indirectly carry on, be interested or engaged in any manner or control any business or hold any securities or other participating financial interest (whether capacity whatsoever in the nature of debt development or equity but excluding any interest as a trade creditor arising in the ordinary course of business) sale or in any business which, in any such case, competes with the Diagnostics Business as carried on at Completion in any part of the world in which it is so carried on (a "RESTRICTED BUSINESS"); (ii) for a period of three years after the Completion Date, induce any supplier of the Transferring Business to cease to supply, other company or to restrict or vary the terms of supply to, the Transferring Business (which shall not preclude any member of the Vendor's Group entering into and/or performing agreements or arrangements on ordinary commercial terms in the ordinary course of business (at the relevant time) of that member where carrying on such business does not amount to a breach of SUB-CLAUSE (A)(i)); (iii) engage any Senior Employee for a period of six months from the Completion Date; (iv) without prejudice to SUB-CLAUSE (A)(iii) and within two years from the Completion Date, solicit or entice away from or persuade to leave the employment of any member of the Purchaser's Group any Senior Employee other than:- (a) any Senior Employee who (prior to such solicitation, enticement or persuasion) has given or received notice terminating such employment; or (b) any Senior Employee who responds (prior to such solicitation, enticement or persuasion) to any public recruitment advertisement (not specifically directed at such Employee) by or on behalf of any member of the Vendor's Group; or (v) assist any person or attempt to do any of the foregoing things save, in the case of assistance to a third party where the activity of the third party who is so assisted would fall under the provisions of SUB-CLAUSE (A) (i) were such third party a member of the Vendor's Group, where such assistance comprises any member of the Vendor's Group entering into and/or performing agreements or arrangements on ordinary commercial terms in the ordinary course of business (at the relevant time) of that member and where carrying on such business does not amount to a breach of SUB-CLAUSE (A)(i). (B) Nothing in SUB-CLAUSE (A) shall prevent any member of the Vendor's Group: (i) being except as the holder of shares, debentures or other securities not more than 5% in aggregate of the issued share capital of a company where such shares are for the time being listed or dealt with on any Recognised Investment Exchange) which is engaged in the development or sale of any Restricted Business graphics software products ("Competing Products") which are competitive with any of the Products; 8.1.2 for the period of two years after Completion, directly sell to any person any Competing Products or procure orders from or do business with any person, firm or company which has at any time during the period of 12 months prior to the date of this Agreement been a customer of or done business with the Company or any of the Subsidiaries provided that this shall not prohibit the procuring of any order or commissions or the doing of business which in each caseno way concerns a Competing Product. 8.2 The Vendor acknowledges that the restrictions contained in this clause 8 are reasonable in all the circumstances but in the event that any such restriction shall be found to be void but would be valid if some part thereof was deleted or the period or area of application reduced, conferring not more than 5 per cent. (when aggregated such restrictions shall apply with such holding of modification as may be necessary to make it valid and effective. 8.3 The Vendor acknowledges and agrees that the Purchaser, the Company and the Subsidiaries shall be entitled to implement any other member convergence marketing (as such term is defined in promotional literature of the Vendor's Group) program which it deems appropriate without any claims, liabilities, royalties or other payments to the Vendor in respect thereof, so long as no Intellectual Property Right of the votes which would normally be cast at a general meeting of that company); or (ii) acquiring the whole Vendor or any part of a business that includes activities the carrying on of its Affiliates is used in connection therewith.. The Vendor expressly waives any rights which would otherwise amount it may have to a breach of the undertaking contained in SUB-CLAUSE (A)(i) if the turnover of such activities does not amount to more than 25 per cent. of the aggregate turnover of the business concerned; PROVIDED THAT in such case the Vendor shall, receive any royalties or shall cause the relevant member of the Vendor's Group, to (a) use its reasonable endeavours to sell such Restricted Business within 12 months of such acquisition, and (b) invite the Purchaser to participate in any sales process organised payments in relation thereto, subject to the Purchaser having entered into a confidentiality agreement with, and upon terms reasonably acceptable to, the Vendor or such other member of the Vendor's Group, on the basis that the Vendor or such other member of the Vendor's Group shall allow the Purchaser a period of 15 Business Days prior to the despatch thereof to third parties to review the information memorandum prepared in relation to such sale; or (iii) carrying on research and development into markers; or (iv) using markers in connection with the manufacture, development, marketing and/or sale of diagnostic products for, or which are sold in conjunction with or as part of, food, skin products, hair products, oral hygiene products, deodorant products or household care products (excluding for the avoidance of doubt the products referred to in paragraph (i) of the definition of Diagnostics Business set out in SCHEDULE 1 (Interpretation)); or (v) for the avoidance of doubt, carrying on research and development which is primarily directed at the manufacture, development, marketing and/or sale of any products other than IN VITRO diagnostic products; or (vi) holding any securities or having any other ownership or partnership interest in any person (for the avoidance of doubt, not being a member of the Vendor's Group) the purpose of which is to make and hold investments in different start-up or other businesses; PROVIDED that: (a) no member of the Vendor's Group is able to control or direct such person in any way with respect to the choice or the making of such investments; (b) no member of the Vendor's Group influences any such person to make or hold investments in any Restricted Business; and (c) the scope of any marketing or selling memorandum in respect of the raising of capital for any such person to invest shall not be restricted but shall not expressly focus on any business area which comprises all or any material part of the Restricted Business. (C) The Vendor (for itself and on behalf of each other member of the Vendor's Group) acknowledges that each restraint and undertaking contained in this CLAUSE 22 is both fair and reasonable and the Vendor and Purchaser express their intention that the restraints imposed by this CLAUSE 22 be enforceable to the maximum extent permitted by law. (D) Each of the covenants, obligations and restrictions set out in this CLAUSE 22 will be severable and independent such that if this CLAUSE 22 or any part or provision of this CLAUSE 22 is held or found to be wholly or partly void, invalid, or otherwise unenforceable then such part or provision will be deemed eliminated to the extent to which it is necessary to make this CLAUSE 22 or that part or provision enforceable. (E) If a court of competent jurisdiction determines that the duration of any of the restrictions set out in this CLAUSE 22 is unreasonably long but that a shorter period would be lawful and reasonable, or that the territory is too wide but that a different territory would be lawful and reasonable, then such restrictions shall be read so as to refer to such shorter period and/or different territory, as the court considers valid in respect of such restrictions.]

RESTRICTIONS ON THE VENDOR. (A) The Vendor undertakes, subject to SUBsub-CLAUSE clause (B), that it shall not, and shall procure that each other member of the Vendor's ’s Group shall not for as long as it remains such a member, do any of the following things: (i) for a period of three years after the Completion Date, either alone or jointly with any other person, directly or indirectly carry on, be engaged in or control any business or hold any securities or other participating financial interest (whether in the nature of debt or equity but excluding any interest as a trade creditor arising in the ordinary course of business) in any business which, in any such case, competes with the Diagnostics Business as carried on at Completion in any part of the world in which it is so carried on (a "RESTRICTED BUSINESS"“Restricted Business”); (ii) for a period of three years after the Completion Date, induce any supplier of the Transferring Business to cease to supply, or to restrict or vary the terms of supply to, the Transferring Business (which shall not preclude any member of the Vendor's ’s Group entering into and/or performing agreements or arrangements on ordinary commercial terms in the ordinary course of business (at the relevant time) of that member where carrying on such business does not amount to a breach of SUBsub-CLAUSE clause (A)(i)); (iii) engage any Senior Employee for a period of six months from the Completion Date; (iv) without prejudice to SUBsub-CLAUSE clause (A)(iii) and within two years from the Completion Date, solicit or entice away from or persuade to leave the employment of any member of the Purchaser's ’s Group any Senior Employee other than:- (a) any Senior Employee who (prior to such solicitation, enticement or persuasion) has given or received notice terminating such employment; or (b) any Senior Employee who responds (prior to such solicitation, enticement or persuasion) to any public recruitment advertisement (not specifically directed at such Employee) by or on behalf of any member of the Vendor's ’s Group; or (v) assist any person or attempt to do any of the foregoing things save, in the case of assistance to a third party where the activity of the third party who is so assisted would fall under the provisions of SUBsub-CLAUSE clause (A) (iA)(i) were such third party a member of the Vendor's ’s Group, where such assistance comprises any member of the Vendor's ’s Group entering into and/or performing agreements or arrangements on ordinary commercial terms in the ordinary course of business (at the relevant time) of that member and where carrying on such business does not amount to a breach of SUBsub-CLAUSE clause (A)(i). (B) Nothing in SUBsub-CLAUSE clause (A) shall prevent any member of the Vendor's ’s Group: (i) being the holder of shares, debentures or other securities of a company which is engaged in any Restricted Business (in each case, conferring not more than 5 per cent. (when aggregated with such holding of any other member of the Vendor's ’s Group) of the votes which would normally be cast at a general meeting of that company); or (ii) acquiring the whole or any part of a business that includes activities the carrying on of which would otherwise amount to a breach of the undertaking contained in SUBsub-CLAUSE clause (A)(i) if the turnover of such activities does not amount to more than 25 per cent. of the aggregate turnover of the business concerned; PROVIDED THAT provided that in such case the Vendor shall, or shall cause the relevant member of the Vendor's ’s Group, to (a) use its reasonable endeavours to sell such Restricted Business within 12 months of such acquisition, and (b) invite the Purchaser to participate in any sales process organised in relation thereto, subject to the Purchaser having entered into a confidentiality agreement with, and upon terms reasonably acceptable to, the Vendor or such other member of the Vendor's ’s Group, on the basis that the Vendor or such other member of the Vendor's ’s Group shall allow the Purchaser a period of 15 Business Days prior to the despatch thereof to third parties to review the information memorandum prepared in relation to such sale; or (iii) carrying on research and development into markers; or (iv) using markers in connection with the manufacture, development, marketing and/or sale of diagnostic products for, or which are sold in conjunction with or as part of, food, skin products, hair products, oral hygiene products, deodorant products or household care products (excluding for the avoidance of doubt the products referred to in paragraph (i) of the definition of Diagnostics Business set out in SCHEDULE Schedule 1 (Interpretation)); or (v) for the avoidance of doubt, carrying on research and development which is primarily directed at the manufacture, development, marketing and/or sale of any products other than IN VITRO in vitro diagnostic products; or (vi) holding any securities or having any other ownership or partnership interest in any person (for the avoidance of doubt, not being a member of the Vendor's ’s Group) the purpose of which is to make and hold investments in different start-up or other businesses; PROVIDED provided that: (a) no member of the Vendor's ’s Group is able to control or direct such person in any way with respect to the choice or the making of such investments; (b) no member of the Vendor's ’s Group influences any such person to make or hold investments in any Restricted Business; and (c) the scope of any marketing or selling memorandum in respect of the raising of capital for any such person to invest shall not be restricted but shall not expressly focus on any business area which comprises all or any material part of the Restricted Business. (C) The Vendor (for itself and on behalf of each other member of the Vendor's ’s Group) acknowledges that each restraint and undertaking contained in this CLAUSE Clause 22 is both fair and reasonable and the Vendor and Purchaser express their intention that the restraints imposed by this CLAUSE Clause 22 be enforceable to the maximum extent permitted by law. (D) Each of the covenants, obligations and restrictions set out in this CLAUSE Clause 22 will be severable and independent such that if this CLAUSE Clause 22 or any part or provision of this CLAUSE Clause 22 is held or found to be wholly or partly void, invalid, or otherwise unenforceable then such part or provision will be deemed eliminated to the extent to which it is necessary to make this CLAUSE Clause 22 or that part or provision enforceable. (E) If a court of competent jurisdiction determines that the duration of any of the restrictions set out in this CLAUSE Clause 22 is unreasonably long but that a shorter period would be lawful and reasonable, or that the territory is too wide but that a different territory would be lawful and reasonable, then such restrictions shall be read so as to refer to such shorter period and/or different territory, as the court considers valid in respect of such restrictions.

RESTRICTIONS ON THE VENDOR. (A) 13.1 The Vendor undertakes, subject undertakes to SUB-CLAUSE (B), the Purchaser and each Group Company that employs a Specified Employee from time to time that it shall not, not and shall procure that each other no member of the Vendor's Vendor Group whose business interests are the same or materially similar to the business conducted by the Group Companies as at the Completion Date shall not for as long as it remains such a member, do at any of time during the following things: (i) for a period of three years after 18 months beginning with the Completion Date, either alone or jointly with any other personoffer employment to, directly or indirectly carry on, be engaged in or control any business or hold any securities or other participating financial interest (whether in enter into a contract for the nature of debt or equity but excluding any interest as a trade creditor arising in the ordinary course of business) in any business which, in any such case, competes with the Diagnostics Business as carried on at Completion in any part of the world in which it is so carried on (a "RESTRICTED BUSINESS"); (ii) for a period of three years after the Completion Date, induce any supplier of the Transferring Business to cease to supplyservices of, or attempt to restrict or vary the terms of supply to, the Transferring Business (which shall not preclude any member of the Vendor's Group entering into and/or performing agreements or arrangements on ordinary commercial terms in the ordinary course of business (at the relevant time) of that member where carrying on such business does not amount to a breach of SUB-CLAUSE (A)(i)); (iii) engage any Senior Employee for a period of six months from the Completion Date; (iv) without prejudice to SUB-CLAUSE (A)(iii) and within two years from the Completion Date, solicit or entice away from or persuade to leave the employment of any member of the Purchaser's Group Companies, any Senior Employee other than:- (a) any Senior Specified Employee who is not a Former Employee (prior to such solicitationexcept a person who responds, enticement without any form of approach or persuasion) has given or received notice terminating such employment; or (b) any Senior Employee who responds (prior to such solicitation, enticement or persuasion) to any public recruitment advertisement (not specifically directed at such Employee) solicitation by or on behalf of any member of the Vendor's Vendor Group; or (v) assist any person or attempt to do any of the foregoing things save, in the case of assistance to a third party where the activity of the third party who is so assisted would fall under the provisions of SUB-CLAUSE (A) (i) were such third party a member of the Vendor's Group, where such assistance comprises any member of the Vendor's Group entering into and/or performing agreements or arrangements on ordinary commercial terms general public advertisement made in the ordinary course of business (at business) or procure or facilitate the relevant time) making of that member and where carrying on any such business does not amount to a breach of SUB-CLAUSE (A)(i)attempt by any other person. (B) Nothing 13.2 The undertakings in SUB-CLAUSE (A) shall prevent this Clause 13 are intended for the benefit of the Purchaser and each Group Company and apply to actions carried out by the Vendor or any member of the Vendor's Group: (i) being the holder of shares, debentures or other securities of a company which is engaged Vendor Group in any Restricted Business (in each casecapacity whatsoever and whether directly or indirectly, conferring not more than 5 per cent. (when aggregated with such holding on the Vendor’s or any member of the Vendor Group’s own behalf, on behalf of any other member person or jointly with any other person. 13.3 The Vendor agrees that the undertakings contained in this Clause 13 are reasonable and necessary for the protection of the Vendor's Group) Purchaser’s legitimate interests in the goodwill of the votes which Group Companies and shall be construed as separate and independent undertakings. If any such undertaking is held to be void or unenforceable, the validity of the remaining undertakings shall not be affected. If any such undertaking is found to be void or unenforceable but would normally be cast at a general meeting of that company); or (ii) acquiring the whole valid and enforceable if some part or any part of a business that includes activities the carrying on of which would otherwise amount to a breach parts of the undertaking contained were deleted, such undertaking shall apply with such modification as may be necessary to make it valid and enforceable. 13.4 Without prejudice to Clause 13.3, if any undertaking in SUBthis Clause 13 is found by any court or other competent authority to be void or unenforceable the parties shall negotiate in good faith EU-CLAUSE (A)(i) if DOCS\16547119.1 to replace such void or unenforceable undertaking with a valid provision which, as far as possible, has the turnover of such activities does not amount to more than 25 per cent. of same commercial effect as the aggregate turnover of the business concerned; PROVIDED THAT in such case the Vendor shall, or shall cause the relevant member of the Vendor's Group, to (a) use its reasonable endeavours to sell such Restricted Business within 12 months of such acquisition, and (b) invite the Purchaser to participate in any sales process organised in relation thereto, subject to the Purchaser having entered into a confidentiality agreement with, and upon terms reasonably acceptable to, the Vendor or such other member of the Vendor's Group, on the basis that the Vendor or such other member of the Vendor's Group shall allow the Purchaser a period of 15 Business Days prior to the despatch thereof to third parties to review the information memorandum prepared in relation to such sale; orprovision which it replaces. (iii) carrying on research and development into markers; or (iv) using markers in connection with the manufacture, development, marketing and/or sale of diagnostic products for, or which are sold in conjunction with or as part of, food, skin products, hair products, oral hygiene products, deodorant products or household care products (excluding 13.5 The consideration for the avoidance of doubt the products referred to in paragraph (i) of the definition of Diagnostics Business set out in SCHEDULE 1 (Interpretation)); or (v) for the avoidance of doubt, carrying on research and development which is primarily directed at the manufacture, development, marketing and/or sale of any products other than IN VITRO diagnostic products; or (vi) holding any securities or having any other ownership or partnership interest in any person (for the avoidance of doubt, not being a member of the Vendor's Group) the purpose of which is to make and hold investments in different start-up or other businesses; PROVIDED that: (a) no member of the Vendor's Group is able to control or direct such person in any way with respect to the choice or the making of such investments; (b) no member of the Vendor's Group influences any such person to make or hold investments in any Restricted Business; and (c) the scope of any marketing or selling memorandum in respect of the raising of capital for any such person to invest shall not be restricted but shall not expressly focus on any business area which comprises all or any material part of the Restricted Business. (C) The Vendor (for itself and on behalf of each other member of the Vendor's Group) acknowledges that each restraint and undertaking undertakings contained in this CLAUSE 22 Clause 13 is both fair and reasonable and included in the Vendor and Purchaser express their intention that the restraints imposed by this CLAUSE 22 be enforceable to the maximum extent permitted by lawFinal Consideration. (D) Each of the covenants, obligations and restrictions set out in this CLAUSE 22 will be severable and independent such that if this CLAUSE 22 or any part or provision of this CLAUSE 22 is held or found to be wholly or partly void, invalid, or otherwise unenforceable then such part or provision will be deemed eliminated to the extent to which it is necessary to make this CLAUSE 22 or that part or provision enforceable. (E) If a court of competent jurisdiction determines that the duration of any of the restrictions set out in this CLAUSE 22 is unreasonably long but that a shorter period would be lawful and reasonable, or that the territory is too wide but that a different territory would be lawful and reasonable, then such restrictions shall be read so as to refer to such shorter period and/or different territory, as the court considers valid in respect of such restrictions.