Common use of Seller Non-Competition and Non-Solicitation Clause in Contracts

Seller Non-Competition and Non-Solicitation. (a) For a period of five years from and after the First Closing Date, except as provided in the Work Plan, neither the Seller nor any of its Affiliates shall, directly or indirectly, engage in, own, have any financial interest in (other than a financial interest in a publicly held corporation whose stock is traded on a national securities exchange or in the over-the counter market which financial interest (held directly or indirectly) does not exceed five percent (5%) of such company’s outstanding securities), manage or operate anywhere in the United States, a business the same as, substantially similar to, or which materially competes with, the business of developing, marketing or manufacturing product candidates INS-19 Granulocyte Colony Stimulating Factor and INS-20 Pegylated Granulocyte Colony Stimulating Factor. (b) For a period of five years from and after the Second Closing Date, neither the Seller nor any of its Affiliates shall, directly or indirectly, engage in, own, have any financial interest in (other than a financial interest in a publicly held corporation whose stock is traded on a national securities exchange or in the over-the counter market which financial interest (held directly or indirectly) does not exceed five percent (5%) of such company’s outstanding securities), manage or operate anywhere in the United States, a business the same as, substantially similar to, or which materially competes with, the business of developing, marketing or manufacturing the Key Products. (c) For a period of five years following the Second Closing Date, the Seller shall not, and the Seller shall cause its Subsidiaries and their Affiliates, not to, for its or their own account or for the account of any other Person (i) encourage any supplier of any materials related to the manufacture of Key Products to terminate or alter such relationship to the disadvantage of Purchaser or any of its Affiliates, (ii) encourage any Person not to enter into a business relationship with Purchaser or any of its Affiliates or (iii) impair or attempt to impair any relationships between Purchaser or any of its Affiliates and any of their respective customers, clients, suppliers or other Persons with whom they have business relationships. (d) Commencing on the date hereof and continuing for a period of two (2) years from and after the Second Closing Date, neither the Seller nor any of its Affiliates shall, directly or indirectly, solicit for employment or employ any Key Products Employee, or request, induce or advise any Key Products Employee to leave the employ of Purchaser or any of its Affiliates, without the prior written consent of Purchaser; provided, that a general offer of employment to the public shall not be deemed prohibited hereunder as long as not specifically directed at Key Products Employees. (e) The nature and scope of the foregoing protection has been carefully considered by the parties hereto. The parties hereto agree and acknowledge that the duration, scope and geographic areas applicable to such provisions are fair, reasonable and necessary and that adequate compensation has been received by the Seller for such obligations. If, however, for any reason any court determines that any such restrictions are not reasonable or that consideration is inadequate, such restrictions shall be interpreted, modified or rewritten to include as much of the duration, scope and geographic area identified in this Section 4.11 as will render such restrictions valid and enforceable. (f) In the event of a breach or threatened breach of this Section 4.11, Purchaser shall be entitled, without the posting of a bond, to an injunction restraining such breach. Nothing herein contained shall be construed as prohibiting any party from pursuing any other remedy available to it for such breach or threatened breach.

Seller Non-Competition and Non-Solicitation. (a) For a period From the Closing Date until the third (3rd) anniversary of five years from the Closing Date (the “Restricted Period”), without Buyer’s consent, Seller shall not, and after the First Closing Date, except as provided in the Work Plan, neither the Seller nor any shall cause each of its Affiliates shall(Seller and its Affiliates, the “Seller Restricted Party”) not to, directly or indirectlyindirectly (including by means of management, advisory, operating, or similar agreements or arrangements or by any record or beneficial equity interest, either as a principal, trustee, stockholder, partner, joint venture or otherwise, in any Person), engage in, own, have any financial interest in (other than a financial interest in a publicly held corporation whose stock is traded business that competes with the Business, for their own account or for any other Person, in any country or other geographic location in which any of the Companies operate the Business or otherwise had sales immediately prior to the Closing or any other country or geographic location in which either Company planned to operate the Business as of the Closing Date (the “Seller Restricted Business”); provided, however, that nothing in this Agreement or in the definition of Seller Restricted Business shall prohibit or in any way restrict the any Seller Restricted Party’s ability to: (i) engage in the Seller Restricted Business to the extent necessary to perform its duties under this Agreement or any agreement executed in connection with this Agreement; (ii) make or maintain passive investments of less than five percent (5%) of the outstanding equity securities in any entity engaged in the Seller Restricted Business listed for trading on a national any recognized securities exchange or in the over-the-counter markets; (iii) own an equity interest of any other Person engaged in the counter market which financial interest Seller Restricted Business acquired as a creditor in bankruptcy other than by a voluntary investment decision; or (held directly iv) acquire the assets or indirectly) does not exceed five capital stock or other equity interests of any other Person engaged in the Seller Restricted Business; provided, however, that the net sales attributable to the Seller Restricted Business conducted by such person accounts for less than twenty percent (520%) of the net sales of such company’s outstanding securities), manage or operate anywhere in the United States, a business the same as, substantially similar to, or which materially competes with, the business of developing, marketing or manufacturing product candidates INS-19 Granulocyte Colony Stimulating Factor and INS-20 Pegylated Granulocyte Colony Stimulating Factorperson for its most recently completed fiscal year. (b) For a period of five years from and after During the Second Closing DateRestricted Period, neither with respect to the Seller nor any of its Affiliates shallBusiness, directly or indirectly, engage in, own, have any financial interest in (other than a financial interest in a publicly held corporation whose stock is traded on a national securities exchange or in the over-the counter market which financial interest (held directly or indirectly) does not exceed five percent (5%) of such company’s outstanding securities), manage or operate anywhere in the United States, a business the same as, substantially similar to, or which materially competes with, the business of developing, marketing or manufacturing the Key Products. (c) For a period of five years following the Second Closing Date, the Seller shall not, and the Seller shall cause each of its Subsidiaries and their Affiliates, not to, for its or their own account or for the account of any other Person (i) encourage any supplier of any materials related to the manufacture of Key Products to terminate or alter such relationship to the disadvantage of Purchaser or any of its Affiliates, (ii) encourage any Person not to enter into a business relationship with Purchaser or any of its Affiliates or (iii) impair or attempt to impair any relationships between Purchaser or any of its Affiliates and any of their respective customers, clients, suppliers or other Persons with whom they have business relationships. (d) Commencing on the date hereof and continuing for a period of two (2) years from and after the Second Closing Date, neither the Seller nor any of its Affiliates shall, directly or indirectly, solicit for employment or employ any Key Products Employee, or request, induce or advise any Key Products Employee to leave the employ of Purchaser or any of its Affiliates, without the prior written consent of PurchaserBuyer, directly or indirectly, induce or attempt to induce any customer, reseller, retailer, distributor, supplier, licensee or other Person to cease doing business with Buyer or Medegen or in any way interfere with the relationship between any such customer, reseller, retailer, distributor, supplier, licensee or other Person, on the one hand, and Buyer or Medegen, on the other hand. (c) During the Restricted Period, Seller shall not, and shall cause its Affiliates not to, directly or indirectly, contact, approach or solicit for the purpose of offering employment to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise), or hire, any Transferred Employee. Notwithstanding the foregoing, the Parties agree that the provisions of this Section 6.6(c) shall not prohibit (i) the solicitation or hiring of a person whose employment by Buyer, Medegen or any of their Affiliates has terminated; provided, that a general offer of however, any Transferred Employee whose employment to the public was terminated by resignation (other than resignation for good reason) by such Transferred Employee shall not be deemed prohibited hereunder not terminated for the purposes of this Section 6.6(c)(i) until the expiration of six (6) months after the effective date of such resignation, or (ii) solicitation by way of general advertising, including general solicitations in any local, regional or national newspapers or other publications or circulars or on internet sites or any search firm engagement which is not directed or focused on Transferred Employees (or hiring as long as a result thereof). (d) Seller agrees that any remedy at Applicable Law for any breach by it or its Affiliates of Sections 6.6(a), 6.6(b) or 6.6(c) would be inadequate, and Buyer may be entitled to injunctive or other equitable relief in such case in addition to any other right Buyer may have, whether at law or in equity. Each Party intends that the provisions of this Section 6.6 be enforced under the Applicable Laws applied in each jurisdiction in which enforcement is sought. If any provision of this Section 6.6 shall be held by a court of competent jurisdiction to be invalid or unenforceable, this Section 6.6 shall be amended to revise the scope of such provision to make it enforceable, if possible, or, if not specifically directed at Key Products Employeespossible, to delete such provision, in either case, without affecting the other or remaining provisions of this Section 6.6 or this Agreement. Any invalidity or unenforceability of any provision of this Section 6.6 in a jurisdiction will not affect the validity or enforceability of that provision in any other jurisdiction. (e) The nature Notwithstanding anything to the contrary, the obligations and scope covenants in Section 6.6(a) and 6.6(b) shall not apply to (and Seller shall not be liable under such Section for any action of) any Person that acquires Seller, whether by merger, consolidation or otherwise, and such Person’s Subsidiaries (other than Seller and its Subsidiaries) to the extent that such Person and its Subsidiaries do not use Confidential Information. For avoidance of the foregoing protection has been carefully considered by the parties hereto. The parties hereto agree and acknowledge that the durationdoubt, scope and geographic areas applicable none of Section 6.6 shall apply to such provisions are fair, reasonable Person and necessary and that adequate compensation has been received by the Seller for such obligations. If, however, for any reason any court determines that its Subsidiaries prior to any such restrictions are not reasonable or that consideration is inadequate, such restrictions shall be interpreted, modified or rewritten to include as much of the duration, scope and geographic area identified in this Section 4.11 as will render such restrictions valid and enforceableacquisition. (f) In the event of a breach or threatened breach of this Section 4.11, Purchaser shall be entitled, without the posting of a bond, to an injunction restraining such breach. Nothing herein contained shall be construed as prohibiting any party from pursuing any other remedy available to it for such breach or threatened breach.

Seller Non-Competition and Non-Solicitation. (a) For a During the period commencing on the Closing Date and continuing until the third (3rd) anniversary of five years from the Closing Date (the “Noncompetition Period”), Integer and after the First Closing DateGB Ltd. shall not, except as provided and shall cause each Seller Noncompetition Party not to, design, prototype, research, develop, manufacture, test, distribute or market, or own, or otherwise manage or control or provide financing or similar assistance to any person or entity designing, prototyping, researching, developing, manufacturing, testing, distributing or marketing, anywhere in the Work Planworld, neither (i) advanced surgical and/or orthopedic products and/or components for use in medical and other applications or (ii) tubing products that are similar to the tubing products manufactured at the Collegeville, PA facility for use, among other applications, in the aerospace and defense industries (an “AS&O Competitive Business”); provided, however, that the foregoing covenants shall not prohibit, or be interpreted as prohibiting, any Seller nor any of Noncompetition Party from: (i) manufacturing advanced surgical and orthopedics products solely for sale to Buyer and its Affiliates shallpursuant to the terms of the AS&O Product Supply Agreement; (ii) designing, directly or indirectlydeveloping, engage inmanufacturing and marketing those certain advanced surgical and orthopedics products listed on Section 10.3(a)(ii) to the Disclosure Schedule; (iii) designing, owndeveloping, have manufacturing and marketing those certain components listed on Section 10.3(a)(iii) to the Disclosure Schedule; (iv) making equity investments in companies that conduct an AS&O Competitive Business, provided such investments are passive and do not confer control of any financial interest in (other than a financial interest in a publicly held corporation whose stock is traded on a national securities exchange or in the over-the counter market which financial interest (held directly or indirectly) AS&O Competitive Business upon any Seller Noncompetition Party and such investment does not exceed twenty percent (20%) of the outstanding equity of such company; or (v) acquiring any person or entity that conducts an AS&O Competitive Business that generates revenues of less than $100,000,000 if either: (A) in the calendar year prior to such acquisition, the consolidated revenues of such person or entity from its AS&O Competitive Business did not constitute more than twenty-five percent (525%) of the total consolidated revenues of such company’s outstanding securities)person or entity; or (B) the applicable Seller Noncompetition Party promptly commences and thereafter uses its commercially reasonable efforts to pursue until the earlier to occur of the expiration of the Noncompetition Period and eighteen (18) months after such acquisition, manage or operate anywhere in the United States, a business the same as, substantially similar to, or which materially competes with, transfer of that portion of the business of developing, marketing such person or manufacturing product candidates INS-19 Granulocyte Colony Stimulating Factor entity as constitutes an AS&O Competitive Business upon terms and INS-20 Pegylated Granulocyte Colony Stimulating Factorconditions and at a price determined by the applicable Seller Noncompetition Party in its sole discretion. (b) For Without limiting the applicability of the foregoing, GB Ltd. agrees that for a period of five three (3) years from and after the Second Closing Date, neither the Seller nor any of its Affiliates shall, directly or indirectly, engage in, own, have any financial interest in (other than a financial interest in a publicly held corporation whose stock is traded on a national securities exchange or in the over-the counter market which financial interest (held directly or indirectly) does not exceed five percent (5%) of such company’s outstanding securities), manage or operate anywhere in the United States, a business the same as, substantially similar to, or which materially competes with, the business of developing, marketing or manufacturing the Key Products. (c) For a period of five years following the Second Closing Date, the Seller GB Ltd. shall not, and shall cause the Seller shall cause its Subsidiaries and their Affiliates, Noncompetition Parties not to, for its solicit or their own account induce any person who was an employee or for the account independent contractor of any other Person (i) encourage any supplier of any materials related Acquired Company or, with respect to the manufacture of Key Products AS&O Business, any Asset Seller on, or during the 12 months prior to, the Closing Date to terminate his, her or alter such its relationship to the disadvantage of Purchaser with Buyer or any of its Affiliates, (ii) encourage any Person not to enter into a business relationship with Purchaser or any of its Affiliates or (iii) impair or attempt to impair any relationships between Purchaser or any of its Affiliates and any of their respective customers, clients, suppliers or other Persons with whom they have business relationships. (d) Commencing on the date hereof and continuing for a period of two (2) years from and after the Second Closing Date, neither the Seller nor any of its Affiliates shall, directly or indirectly, solicit for employment or employ any Key Products Employee, or request, induce or advise any Key Products Employee to leave the employ of Purchaser or any of its Affiliates, without the prior written consent of Purchaseras applicable; provided, however, that a general offer of employment to the public foregoing shall not be deemed prohibited hereunder as long as prohibit GB Ltd. or any Seller Noncompetition Party from (A) placing general advertisements for employees not specifically directed at Key Products Employees. the AS&O Business and hiring or engaging any person in response to any such general advertisement or (eB) The nature and scope of the foregoing protection soliciting or hiring any such employee or independent contractor whose employment or engagement with Buyer or an Acquired Company, as applicable, has been carefully considered terminated by the parties hereto. The parties hereto agree and acknowledge that the duration, scope and geographic areas applicable to such provisions are fair, reasonable and necessary and that adequate compensation has been received by the Seller Buyer or an Acquired Company for such obligations. If, however, for any reason any court determines that any such restrictions are not reasonable or that consideration is inadequate, such restrictions shall be interpreted, modified or rewritten to include as much of the duration, scope and geographic area identified in this Section 4.11 as will render such restrictions valid and enforceableat least ninety (90) days. (f) In the event of a breach or threatened breach of this Section 4.11, Purchaser shall be entitled, without the posting of a bond, to an injunction restraining such breach. Nothing herein contained shall be construed as prohibiting any party from pursuing any other remedy available to it for such breach or threatened breach.