Covenant Not to Compete
EXHIBIT
10.15(A)
This Agreement is made and entered into as of this day of
, 200___ by
(“Employee”) and Alkermes, Inc., a Pennsylvania Corporation (the
“Company”).
In consideration of the Employee’s present and/or
future employment and compensation by the Company,
Employee and the Company agree as follows:
(1) The Employee agrees that during employment
by the Company or any Affiliated Company (as
hereinafter defined) Employee will not render (as
employee, consultant, or otherwise) any services in
the Field, as defined below, to anyone other than the
Company and/or an Affiliated Company.
(2) The Employee agrees that during employment
by the Company or any Affiliated Company and for a
period of five years following the termination of
Employee’s employment for any reason, the Employee
shall treat as trade secrets all Confidential
Information (as hereinafter defined) known or
acquired by the Employee in the course of or by
reason of employment by the Company or Affiliated
Company, and will not disclose any Confidential
Information to any person, firm, association, partner
or corporation not affiliated with the Company or any
Affiliated Company except as and to the extent
authorized by the Company or any Affiliated Company.
The term “Confidential Information” shall mean
information relating to the relationship of the
Company or any Affiliated Company to its respective
customers or suppliers (including without limitation
the identity of any customer or supplier), the
research, design, development, processes, inventions,
formulas, “know-how”, manufacturing, marketing,
pricing, costs, capabilities, capacities and business
plans relating to the products or processes of the
Company or any Affiliated Company, and any other
information relating to the assets, condition or
business of the Company or any Affiliated Company
that is not in the public domain.
(3) The Employee recognizes that the Company and its affiliates are currently engaged in
(i) the formulation of proteins and/or peptides and small molecules in polymeric microspheres,
and (ii) the formulation of pharmaceutical compounds as pulmonary dry powders, in
Massachusetts and throughout the world (the “Field”). In the event of the termination of the
Employee’s
employment hereunder, whether voluntarily or for cause, the Employee agrees that for a
period of twelve (12) months from the date of such termination, the Employee will not work for
or become employed by or associated with operating companies which are then devoting more than
20% of their business efforts to products or development efforts in the Field. This provision
shall not preclude the Employee’s employment by a multi-divisional employer as long as the
Employee shall not be involved in the operation or management of any division then engaged in
business in the Field.
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(4) The Employee further agrees that for a period of twelve (12) months from
the date of such termination, the Employee will not, personally, or on behalf of
any competitor of the Company or an Affiliated Company, compete for, or engage in
solicitation of the business of, any person or entity that has been a customer of
the Company or an Affiliated Company at any time during the one year period
immediately preceding such termination or engage the services of any person who is
known or should be known to the Employee to be then employed, or within the
preceding six months to have been employed, by the Company or an Affiliated
Company. This provision shall not preclude the Employee’s soliciting business not
related to the sale or development of products in the Field.
(5) In the event of any violation of the foregoing provisions of the
Agreement, the Company shall be entitled, in addition to any other rights or
remedies it may have, to injunctive or other equitable relief, including the
remedy of specific performance, it being agreed that the damages which the
Company would sustain upon any such violation are difficult or impossible to
ascertain in advance and that the Employee’s violations may cause irreparable
harm to the Company.
(6) The term “Affiliated Company” as used in this Agreement means:
(i) Any corporation, joint venture, business trust, association,
partnership or other entity which directly or indirectly through one
or more intermediaries controls, is controlled by or is under common
control with the Company, including without limitation Alkermes
Controlled Therapeutics, Inc. For this purpose, “control” shall mean
the possession of the power to direct or cause the direction of the
management and policies of such entity, whether through the ownership
of voting securities or other instruments or by contract or
otherwise.
(ii) A corporation into which or with which the Company, its
corporate successors or assigns, is merged or consolidated in
accordance with applicable statutory provisions for merger or
consolidation or corporations, provided that by operation of law or by
effective provisions contained in the instruments of merger or
consolidation, the liabilities of the corporation participating in
such merger or consolidation are assumed by the corporation surviving
such merger or created by such consolidation, or
(iii) A corporation acquiring this Agreement and all or
substantially all of the assets of the Company, its corporate
successors or assigns.
Acquisition by the Company, or its corporate successors or assigns, of all or
substantially all of the assets, together with the assumption of all or
substantially all the obligations and liabilities of any corporation, shall be
deemed a merger of such corporation into the Company, for purposes of this
Agreement.
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(iv) Affiliated Companies shall be only those that exist at the
date of the Employee’s termination of employment with the Company, not
those entities that may become Affiliated Companies subsequent to such
termination.
(7) In the event it shall be determined by any court or governmental agency or
authority that any provision of paragraphs (3) or (4) of this Agreement is invalid by
reason of the length of any period of time or the size of any area during or in which
such provision is effective, such period of time or area shall be considered to be
reduced to the extent required to cure such invalidity.
Intending to be legally bound, Employee and the Company have executed this Agreement
as dated below.
| ALKERMES, INC. | ||||||
| By: | ||||||
| Date: | ||||||
| EMPLOYEE: | ||||||
| Date: | ||||||
