TRANSITION OF SCHEDULED EMPLOYEES. (a) The employees of the Sellers listed on Schedule 7.2 are collectively referred to as "Scheduled Employees." Subject to Section 7.2, the Sellers agree to offer to continue to employ each of the Scheduled Employees, at such Scheduled Employee's existing terms of employment for the time period set forth next to each Scheduled Employee's name on Section 7.2 (the "Employment Term"); provided, however, that it is understood that all such employees are employed "at will" and may terminate their employment with the Sellers at any time; and provided, further, that the Sellers may terminate or demote any of the Scheduled Employees at their sole discretion at any time if any such employee violates company policy. Notwithstanding the foregoing, no later than thirty (30) days prior to the end of the applicable Employment Term, the Buyer shall inform the Sellers which of the Scheduled Employees to whom the Buyer will make offers of employment. Any Scheduled Employee to whom Buyer makes an offer of employment and who accepts such offer of employment (the "New Buyer Employees") shall be subject to the Buyer's standard employment practices and policies upon the commencement date of such New Buyer Employee's employment with the Buyer, such commencement date to be agreed upon by each New Buyer Employee and the Buyer (the "Start Time"). The employment of each New Buyer Employee with the Sellers shall terminate upon the earlier to occur of either (i) the Start Time or (ii) the end of the applicable Employment Term. The terms of employment with the Buyer (or the Buyer's Affiliates) shall be as mutually agreed between each New Buyer Employee and the Buyer (or the Buyer's Affiliate, as the case may be), subject to the provisions of this Section 7. As of the Start Time, all New Buyer Employees will be under the exclusive supervision of the Buyer and subject to the Buyer's policies and procedures. The Sellers shall waive any non-compete provisions of employment or other contracts with Sellers that would affect the ability of the New Buyer Employees to be employed by the Buyer in connection with the Program from and after the Start Time.
TRANSITION OF SCHEDULED EMPLOYEES. Subject to and in accordance with the provisions of this Section 7, effective as of the Closing Date, Medarex shall offer employment to those employees of the Sellers listed on Schedule 7.1 to the Seller Disclosure Memorandum (the "Scheduled Employees"), and such Scheduled Employees who accept employment with Medarex after the Closing Date (the "New Medarex Employees") shall be subject to Medarex's standard employment practices and policies. The employment by the Sellers of each Scheduled Employee shall terminate as of 11:59 p.m. on the Closing Date, and the at-will employment by Medarex of the New Medarex Employees shall commence as of (i) 12:00 a.m. midnight on the date immediately after the Closing Date, provided that such New Medarex Employee has accepted employment with Medarex by such time or within five (5) business days after the Closing Date or (ii) such later time as such New Medarex Employee has accepted employment with Medarex (the "Start Time"). The terms of employment with Medarex (or Medarex's Affiliates) shall be as mutually agreed between each New Medarex Employee and Medarex (or Medarex's Affiliate, as the case may be), subject to the provisions of this Section 7. As of the Start Time, all New Medarex Employees will be under the exclusive supervision of Medarex and subject to Medarex's policies and procedures.
