NONCOMPETITION AGREEMENT
Exhibit 99.2
THIS NONCOMPETITION AGREEMENT (this “Noncompetition Agreement”) is being entered into as
of December 21, 2006 (the “Effective Date”) by and between IntraBiotics Pharmaceuticals, Inc., a
Delaware corporation (the “Purchaser”), and Valeant Research & Development, a Delaware corporation
(the “Seller”).
Recitals
Contemporaneously with the execution and delivery of this Noncompetition Agreement, the
Purchaser and the Seller are entering into that certain Asset Purchase Agreement of even date
herewith (the “Asset Purchase Agreement”).
This Noncompetition Agreement is being executed and delivered by the Purchaser as an
inducement, and partial consideration, for the Seller’s execution and delivery of the Asset
Purchase Agreement in accordance with Section 1.5(b)(iii) of the Asset Purchase Agreement.
Agreement
The Purchaser and the Seller agree as follows:
1. Definitions. For purposes of this Noncompetition Agreement:
(a) “Competing Entity” shall mean a corporation or other entity that is engaged in Competitive
Activities.
(b) “Competitive Activities” shall mean competing with Seller in the field of
neuropharmacology, including, without limitation, the operation of any business engaged in
discovery, research or development activities with respect to pharmaceutical products targeting
neurological diseases. The Seller acknowledges and agrees that the merger, consolidation or
acquisition of the Purchaser with or by a Competing Entity shall not be deemed to constitute a
“Competitive Activity.”
(c) “Expiration Date” shall mean the termination date of that certain Master Services
Agreement between the Purchaser and the Seller of even date herewith.
2. Restriction on Competitive Activities. The Purchaser agrees that, from the
Effective Date until the Expiration Date, the Purchaser will not, directly or indirectly, alone or
together or through any affiliated entity, (a) engage directly in Competitive Activities or (b) own
more than 20% of the outstanding voting equity securities of, any Competing Entity; provided,
however, that notwithstanding anything to the contrary contained in this Noncompetition Agreement,
it shall not be a breach of this Noncompetition Agreement if the Purchaser merges or consolidates
with, or is otherwise acquired by (including by acquisition of all or substantially all of the
assets or business of the Purchaser) any Competing Entity.
3. Termination. This Noncompetition Agreement shall terminate and expire, and
shall cease to be of any force or effect, on the Expiration Date.
1.
4. Notice of Breach. Notwithstanding anything to the contrary contained in this
Noncompetition Agreement, no conduct, activity or action shall be deemed to constitute a breach by
the Purchaser of any provision of this Noncompetition Agreement unless (i) the Seller shall have
delivered to the Purchaser a written notice describing, in reasonable detail, the conduct, activity
or action that the Seller believes to constitute a breach of this Noncompetition Agreement and (ii)
the Purchaser shall have failed to discontinue such conduct, activity or action within 30 days
after receiving such written notice.
5. Governing Law; Venue. This Noncompetition Agreement shall be construed in
accordance with and governed in all respects by the laws of the State of California (without regard
to principles of conflicts of laws). Any legal action or other legal proceeding relating to this
Noncompetition Agreement or the breach or enforcement of any provision of this Noncompetition
Agreement must be brought or otherwise commenced in a state or federal court located in Orange
County, California. The Seller agrees that each state and federal court located in Orange County,
California, shall be deemed to be a convenient forum for purposes of any such legal proceeding.
6. Assignment. The Seller’s rights under this Noncompetition Agreement may not
be assigned or otherwise transferred by the Seller at any time, and any purported or attempted
assignment of any of such rights shall be void and of no force or effect.
7. Counterparts. This Noncompetition Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this Noncompetition Agreement
and all of which, when taken together, will be deemed to constitute one and the same agreement.
[Remainder of Page Intentionally Left Blank]
2.
IN WITNESS WHEREOF, the parties have caused this Noncompetition Agreement to be executed and
delivered as of the date first above written.
| Purchaser: IntraBiotics Pharmaceuticals, Inc., a Delaware corporation |
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| By: | /s/ Xxxxx X. Quart | |||
| Name: | Xxxxx X. Quart | |||
| Title: | President, CEO | |||
| Seller: Valeant Research & Development, a Delaware corporation |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | President & CEO | |||
[Signature Page to Noncompetition Agreement]
