Common use of Non-Competition, Non-Solicitation and Non-Disparagement Clause in Contracts

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee agrees that, during the Term and for a period of three (3) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employee, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee acknowledges that, due to the unique nature of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Information. Executive agrees that, during the Term and for a the twelve (12)-month period of three immediately following Executive’s separation from employment (3) months thereafterthe “Termination Restriction Period”), whether such separation is voluntary or involuntary, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which involving the development or commercialization of a preventive anti-infective product that would be a competitor of (i) Neutrolin, (ii) a product containing taurolodine or (iii) any other product being actively developed or produced by the Company as of the date of Executive’s termination of employment (provided that, in the case of this subsection (iii), the Board determines that such product is engaged in any business directly competitive with material to the business value of the Company) (the “Business of Company”), either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person such Person, in a business competitive with any capacity that requires or could result in Executive’s intentional or unintentional use of the Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company within during the geographic area Term, anywhere in the world, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Business of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with engaged in the business Business of the Company Company, so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which Executive is employed, or to which Executive provides services, is not engaged in the Business of Company, (ii) Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise engaged in or proposing to engage in the Business of Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”), and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive’s commencement of employment with or provision of services to the Division, or the Board determines that the Competitive Divisions are not material to the value of such multi-divisional business or enterprise.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5§6) and the Employee Executive agrees that, during the Term and for a period of three nine (39) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's ’s business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development and commercialization of (a) drugs, including therapeutics for the treatment of pain, (b) novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewiththe treatment of pain, and (c) in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a7(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as if such securities holdings do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation, with the exception of Accugesics. This §7(a) shall not be enforceable by the Company against the Executive if the Executive (i) is terminated by the Company without Cause; (ii) terminates this Agreement for Good Reason; or (iii) is terminated at the time or within six (6) months of a Change of Control (as hereinafter defined).

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee VP understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee VP will have access to to, and knowledge of of, Confidential and Proprietary Information (as defined in Section 5) and the Employee VP agrees that, during the Term and for a period of three twelve (312) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's ’s business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not existnationwide. The Employee VP acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee VP narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development and commercialization of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, hemp related products and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee VP from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation. This Section 6(a) shall not be enforceable by the Company against VP if the VP (i) is terminated by the Company without Cause; or (ii) terminates this Agreement for Good Reason.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 56) and the Employee Executive agrees that, during the Term and for a period of three [two (3) months 2)] years thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three five percent (35%) of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee agrees that, during the Term and for a period of three six (36) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business of the CompanyCompany (a “Subsequent Employer”), either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company Company, within the geographic area of the Company's ’s business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoingUnited States; provided, if Employee's employment however, that the Employee may enter into or engage in any Subsequent Employer as long as the Employee does not provide services to that portion or portions of such Subsequent Employer’s business that is terminated under Section 8(c) directly or 8(d) indirectly competitive with the business of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not existCompany. The Employee acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development and commercialization of novel application drug delivery systems therapeutics (including drugs, medical devices and vaccines) for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business those indications in which it actually devotes substantive resources the Company or any of its direct or indirect subsidiaries is actively engaged or has taken reasonable steps to study, develop become engaged at the time of the termination of the Employee’s employment or pursueduring the two year period prior thereto. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Executive agrees that, during the Term Executive’s employment with the Company and for a period of three one year thereafter (3) months thereafterthe “Restricted Period”), he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in any business directly competitive with the business of the t he Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultantExecutive, salesperson, officer, director Vice President or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's ’s business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed dee med to be actively engaged on the date hereof in the development business of novel application drug delivery systems for presently marketed prescription chiral chemistry, including the development, application, and over-the-counter drugs manufacturing of catalysts used to develop and manufacture chiral molecules, intermediates, and building blocks and providing consulting services in connection therewith, and in the future future, in any other business in which it actually the Company devotes substantive resources to study, develop or pursuepursue during the Restricted Period. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his her services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Information. Executive agrees that, during the Term and for a the twelve (12) month period of three immediately following Executive’s separation from employment (3) months thereafterthe “Termination Restriction Period”), he whether such separation is voluntary or involuntary, she shall not in any manner, directly or indirectly, on behalf of himself herself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolidine or any business directly competitive with other product being actively developed or produced by the business Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for his her own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person such Person, in a business competitive with any capacity that requires or could result in Executive’s intentional, unintentional, or inevitable use of the Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, within the geographic area United States and the European Union, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Business of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with engaged in the business Business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which Executive is employed, or to which Executive provides services, is not engaged in the Business of Company, (ii) Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise engaged in or proposing to engage in the Business of Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise's consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive's commencement of employment with or provision of services to the Division.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee understands You covenant and recognizes agree that his services Section 7 of your Employment Agreement survives termination of the Employment Agreement and the Term hereof to the Company are special following extent. You covenant and unique and agree that in the course of performing such services the Employee will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee agrees that, during the Term and for a period of three twelve (312) months thereafter, he shall not in any manner, directly or indirectlyyou will not, on behalf of himself yourself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), directly or indirectly enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his your own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's ’s business, which you agree is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee acknowledges that, due to the unique nature of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) herein shall be deemed to prohibit the Employee you from (i) acquiring or holding, directly or indirectly (including through membership in a partnership, corporation, limited liability company or other entity in which you recuse yourself from involvement therein), solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) 4.9% of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and 6). As a result of such access, the Employee Executive agrees that, that during the Term and for a period of three 6 months thereafter (3) months thereafterthe “Restricted Period”), he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which that is engaged in any business directly competitive with the business Business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's business’s Business (each, a “Restricted Activity”), which is deemed by the parties hereto to be worldwide. Notwithstanding in the foregoing, United States and European Union; provided however that if Employee's the Executive’s employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment hereunder is terminated by the Company Executive without Cause Good Reason (as defined hereinbelow), the preceding Restricted Period shall not apply and such restrictions on Employee's shall not existbe extended by an additional 6 months. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the “Business” of the Company and its affiliates shall be deemed to be actively engaged on mean the date hereof in following: the development of novel application drug delivery systems prescription drugs for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewiththe specific disease treatment of hemorrhoids, anal fissures, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursuefecal incontinence. Notwithstanding the foregoing, nothing contained in this Section 6(a7(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three five percent (35%) of any class or series of outstanding securities of such corporation, or (ii) engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Person if that Unit is not engaged in business which is directly competitive with the Business of the Company, irrespective of whether some other Unit of such Person engages in such competition (as long as the Executive does not engage in a Restricted Activity for such other Unit).

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Information. Executive agrees that, during the Term and for a the twelve month period of three immediately following Executive’s separation from employment (3) months thereafterthe “Termination Restriction Period”), whether such separation is voluntary or involuntary, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolodine or any business directly competitive with other product being actively developed or produced by the business Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person such Person, in a business competitive with any capacity that requires or could result in Executive’s intentional or unintentional use of the Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, within the geographic area United States and the European Union, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Business of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with engaged in the business Business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which Executive is employed, or to which Executive provides services, is not engaged in the Business of Company, (ii) Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise engaged in or proposing to engage in the Business of Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise's consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive's commencement of employment with or provision of services to the Division.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Executive agrees that, during the Term and for a period of three twelve (312) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in be employed by any business which that is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's ’s business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application oral drug delivery systems for presently marketed prescription and over-the-counter drugs where such drug is a small molecule, non-biologic, and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. For the sake of clarity, the Executive will not be in breach of this paragraph 6(a) if, during the twelve (12) months following the termination of his employment with the Company, he becomes employed by or consults to a Person whose primary business is outside the area of novel application oral drug delivery systems for use with small molecule, non-biologic pharmaceuticals – provided that the Executive’s work for said Person during the twelve (12) months following the termination of his employment does not relate to novel application oral drug delivery systems for use with small molecule, non-biologic pharmaceuticals. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) 4.9% of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and 6). As a result of such access, the Employee Executive agrees that, that during the Term and for a period of three (3) 6 months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which that is engaged in any business directly competitive with the business Business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's business’s Business (each, a “Restricted Activity”), which is deemed by the parties hereto to be worldwide. Notwithstanding in the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply United States and such restrictions on Employee's shall not existEuropean Union. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the “Business” of the Company and its affiliates shall be deemed to be actively engaged on mean the date hereof in following: the development of novel application drug delivery systems prescription drugs for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewiththe specific disease treatment of hemorrhoids, anal fissures, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursuefecal incontinence. Notwithstanding the foregoing, nothing contained in this Section 6(a7(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three five percent (35%) of any class or series of outstanding securities of such corporation, or (ii) engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Person if that Unit is not engaged in business which is directly competitive with the Business of the Company, irrespective of whether some other Unit of such Person engages in such competition (as long as the Executive does not engage in a Restricted Activity for such other Unit).

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Information. The Executive agrees that, during the Term and for a during such period of three time after the Term that the Executive continues to receive his salary and benefits without interruption from the Company during the Termination Benefits Period (3) months thereafteras defined hereinafter), other than in the event that the Executive is terminated for Cause, in which case he will remain subject to this provision even in the absence of receiving any further salary or benefits, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's business, in which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not existdoes business. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development development, marketing and sale of novel application drug delivery systems for presently marketed prescription and “over-the-counter drugs counter”, homeopathic and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursuedietary supplement products. Notwithstanding the foregoing, nothing contained in this Section 6(a7(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee understands a)In view of the unique and recognizes that his valuable services rendered and to be rendered by Executive to the Company are special and unique and that in the course of performing such services the Employee will have access to and Company, Executive’s knowledge of Confidential the trade secrets and Proprietary Information other proprietary information relating to the business of the Company or any of its subsidiaries or affiliates (as defined in Section 5collectively, the “G-III Group”) and in consideration of the Employee compensation to be received hereunder, Executive agrees that, that during his employment by the Term Company and for a period of three one (31) months thereafteryear following the termination of Executive’s employment hereunder or, he if Executive becomes entitled to severance benefits under Section 5(f), for a period of two (2) years following the termination of Executive’s employment hereunder (in either event, the “Non-Competition Period”), Executive shall not in any mannernot, whether for compensation or without compensation, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own accountowner, or as a principal, partner, joint venturermember, owner, Employeeshareholder, employee, independent contractor, principal, agent, consultant, salespersonjoint venturer, officerinvestor, director licensor, licensee, lender or shareholder in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any business entity or person engaged in any business (x) that is in ​ competition with any business engaged in by the G-III Group during the term of Executive’s employment by the Company and (y) that is conducted (including by virtue of having its products sold) in any country in which the G-III Group conducts its business (including by virtue of having its products sold) during the term of Executive’s employment . The record or beneficial ownership by Executive of up to the lesser of (i) $400,000 or (ii) 1.0% of the shares of any corporation whose shares are publicly traded on a Person national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period (other than in connection with the good faith performance of his duties while employed by the Company), request or cause any customers, suppliers, licensees or licensors with whom the G-III Group has a business competitive relationship to cancel or terminate any such business relationship with any member of the Company within G-III Group or solicit, interfere with, entice from or hire from any member of the geographic area G-III Group any employee of any member of the G-III Group. The Executive, during the Employment Term and at all times thereafter, shall not make any derogatory comment concerning the G-III Group or any of its current or former directors, officers, stockholders or employees. Similarly, the then-current members of the Company's business, which is deemed by ’s senior management shall not make any derogatory comment concerning the parties hereto to be worldwideExecutive. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) neither of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee acknowledges thattwo sentences will prevent any person from making statements required by applicable law or legal process, due to enforce their rights in the course of a judicial, arbitral, or regulatory proceeding, or within the G-III Group (or to the unique nature of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has G-III Group’s professional advisors) on a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and overreasonable “need-theto-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporationknow” basis.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Executive agrees that, during the Term and for a period of three the applicable Termination Benefits Period (3) months thereafteras defined hereinafter), he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business “Business of the Company” (as defined below), either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a such competitive business competitive with the Company within the geographic area of in which the Company's Company does business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not existUnited States. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, “Business of the Company” shall mean any business relating to the development and commercialization of therapeutics (including drugs, medical devices and vaccines) for those indications in which the Company shall be deemed to be or any of its direct or indirect subsidiaries is actively engaged on or has taken reasonable steps to become engaged at the date hereof in time of the development termination of novel application drug delivery systems for presently marketed prescription and overthe Executive’s employment or during the two-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursueyear period prior thereto. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude the Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which the Executive is employed, or to which the Executive provides services, is not engaged in the Business of the Company, (ii) the Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise which is competitive with the Business of the Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to the Executive’s commencement of employment with or provision of services to the Division.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee understands You covenant and recognizes agree that his services Section 6 of your Employment Agreement survives termination of the Employment Agreement and the Term hereof to the Company are special following extent. You covenant and unique and agree that in the course of performing such services the Employee will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee agrees that, during the Term and for a period of three twelve (312) months thereafter, he shall not in any manner, directly or indirectlyyou will not, on behalf of himself yourself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), directly or indirectly enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his your own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's ’s business, which you agree is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee acknowledges that, due to the unique nature of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee narrowly and fairly serves such an important and critical business interest of the Company. worldwide For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application oral drug delivery systems for presently marketed prescription and over-the-counter drugs where such drug is a small molecule, non-biologic, and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. For the sake of clarity, you will not be in breach of this paragraph 5(a) if you become employed by or consult to a Person whose primary business is outside the area of novel oral drug delivery systems for use with small molecule, non-biologic pharmaceuticals. Notwithstanding the foregoing, nothing contained in this Section 6(a) herein shall be deemed to prohibit the Employee you from (i) acquiring or holding, directly or indirectly (including through membership in a partnership, corporation, limited liability company or other entity in which you recuse yourself from involvement therein), solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with DB1/62813902.4 the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) 4.9% of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and 6). As a result of such access, the Employee Executive agrees that, that during the Term and for a period of three eighteen (318) months thereafter, thereafter he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which that is engaged in any business directly competitive with the business Business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officerofficer- director, director or shareholder stockholder of a Person in a business competitive with the Company within the geographic area of the Company's business’s Business (each, a “Restricted Activity”), which is deemed by the parties hereto to be worldwide. Notwithstanding in the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not existUnited States. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the “Business” of the Company and its affiliates shall be deemed to be actively engaged on mean the date hereof in following: the discovery and development of novel application drug delivery systems immuno-oncology drugs for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business specific disease treatment segment(s) in which it actually devotes substantive resources to study, develop or pursuethe Company actively engages in business during the Term. Notwithstanding the foregoing, nothing contained in this Section 6(a7(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three five percent (35%) of any class or series of outstanding securities of such corporation, or (ii) engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Person if that Unit is not engaged in business which is directly competitive with the Business of the Company, irrespective of whether some other Unit of such Person engages in such competition (as long as the Executive does not engage in a Restricted Activity for such other Unit).

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and 6). As a result of such access, the Employee Executive agrees that, that during the Term and for a period of three (3) 6 months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which that is engaged in any business directly competitive with the business Business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company (again, with the exception of CorMedix, Inc. and Asphelia) within the geographic area of the Company's business’s Business (each, a “Restricted Activity”), which is deemed by the parties hereto to be worldwide. Notwithstanding in the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply United States and such restrictions on Employee's shall not existEuropean Union. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the “Business” of the Company and its affiliates shall be deemed to be actively engaged on mean the date hereof in following: the development of novel application drug delivery systems prescription drugs for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewiththe specific disease treatment of hemorrhoids, anal fissures, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursuefecal incontinence. Notwithstanding the foregoing, nothing contained in this Section 6(a7(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three five percent (35%) of any class or series of outstanding securities of such corporation, or (ii) engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Person if that Unit is not engaged in business which is directly competitive with the Business of the Company, irrespective of whether some other Unit of such Person engages in such competition (as long as the Executive does not engage in a Restricted Activity for such other Unit).

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 56) and the Employee Executive agrees that, during the Term and for a period of three (3) months one year thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a7(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three five percent (35%) of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5§6) and the Employee Executive agrees that, during the Term and for a period of three nine (39) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's ’s business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development and commercialization of (a) drugs, including therapeutics for the treatment of pain, (b) novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewiththe treatment of pain, and (c) in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a7(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as if such securities holdings do not, in the aggregate, constitute more than three five percent (35%) of any class or series of outstanding securities of such corporation. This §7(a) shall not be enforceable by the Company against the Executive if the Executive (i) is terminated by the Company without Cause; (ii) terminates this Agreement for Good Reason; or (iii) is terminated at the time or within six (6) months of a Change of Control (as hereinafter defined).

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Information. Executive agrees that, during the Term and for a the twelve month period of three immediately following Executive’s separation from employment (3) months thereafterthe “Termination Restriction Period”), whether such separation is voluntary or involuntary, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolodine or any business directly competitive with other product being actively developed or produced by the business Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person such Person, in a business competitive with any capacity that requires or could result in Executive’s intentional or unintentional use of the Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company within during the geographic area Term, anywhere in the world, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Business of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with engaged in the business Business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which Executive is employed, or to which Executive provides services, is not engaged in the Business of Company, (ii) Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise engaged in or proposing to engage in the Business of Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive’s commencement of employment with or provision of services to the Division.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Executive agrees that, during the Term and for a the twelve month period of three immediately following Executive’s separation from employment (3) months thereafterthe “Termination Restriction Period”), whether such separation is voluntary or involuntary, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSONPerson"), enter into or engage in any business which is engaged in any business directly competitive with involving the business development or commercialization of a preventive anti-infective product that would be a direct competitor of Neutrolin or a product containing taurolidine (the “Business of Company”), either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person such Person, in a business competitive with any capacity that requires or could result in Executive’s intentional or unintentional use of the Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, within the geographic area United States and the European Union, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with engaged in the business Business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which Executive is employed, or to which Executive provides services, is not engaged in the Business of Company, (ii) Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise engaged in or proposing to engage in the Business of Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise's consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive's commencement of employment with or provision of services to the Division.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 56) and the Employee Executive agrees that, during the Term and for a period of three nine (39) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development and commercialization of (a) drugs, including therapeutics for the treatment of pain, (b) novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewiththe treatment of pain, and (c) in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a7(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation, with the exception of Accugesics [insert companies]. This Section 7(a) shall not be enforceable by the Company against Executive if the Executive (i) is terminated by the Company without Cause; (ii) terminates this Agreement for Good Reason; or (iii) is terminated by the Company pursuant to Section 1(b).

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 56) and the Employee Executive agrees that, during the Term and for a period of three eighteen (318) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's ’s business, which is deemed by the parties hereto to be worldwide. Notwithstanding The Company acknowledges the foregoing, if Employee's employment need for the Executive to be employed in his profession and will consider whether there is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exista specific conflict. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee agrees that, during the Term and for a period of three (3) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employee, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee acknowledges that, due to the unique nature of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the acquisition, development and commercialization of novel application pharmaceutical drug delivery systems for presently marketed prescription and over-the-counter drugs candidates and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his her services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Information. Executive agrees that, during the Term and for a the twelve (12) month period of three immediately following Executive’s separation from employment (3) months thereafterthe “Termination Restriction Period”), he whether such separation is voluntary or involuntary, she shall not in any manner, directly or indirectly, on behalf of himself herself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolodine or any business directly competitive with other product being actively developed or produced by the business Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for his her own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person such Person, in a business competitive with any capacity that requires or could result in Executive’s intentional, unintentional, or inevitable use of the Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, within the geographic area United States and the European Union, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Business of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with engaged in the business Business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which Executive is employed, or to which Executive provides services, is not engaged in the Business of Company, (ii) Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise engaged in or proposing to engage in the Business of Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise's consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive's commencement of employment with or provision of services to the Division.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his her services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Information. Executive agrees that, during the Term and for a the twelve (12) month period of three immediately following Executive’s separation from employment (3) months thereafterthe “Termination Restriction Period”), he whether such separation is voluntary or involuntary, she shall not in any manner, directly or indirectly, on behalf of himself herself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolodine or any business directly competitive with other product being actively developed or produced by the business Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for his her own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person such Person, in a business competitive with any capacity that requires or could result in Executive’s intentional or unintentional use of the Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company within during the geographic area Term, anywhere in the world, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Business of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with engaged in the business Business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which Executive is employed, or to which Executive provides services, is not engaged in the Business of Company, (ii) Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise engaged in or proposing to engage in the Business of Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive’s commencement of employment with or provision of services to the Division.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Executive agrees that, during the Term and for a period of three the applicable Termination Benefits Period (3) months thereafteras defined hereinafter), he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business “Business of the Company” (as defined below), either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a such competitive business competitive with the Company within the geographic area of in which the Company's Company does business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not existUnited States. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, “Business of the Company” shall mean any business relating to the development and commercialization of therapeutics (including drugs, medical devices and vaccines) for those indications in which the Company shall be deemed to be or any of its direct or indirect subsidiaries is actively engaged on or has taken reasonable steps to become engaged at the date hereof in time of the development termination of novel application drug delivery systems for presently marketed prescription and overthe Executive’s employment or during the two-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursueyear period prior thereto. Notwithstanding the foregoing, nothing contained in this Section 6(a7(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation; and further notwithstanding the foregoing, nothing contained in this Section 7(a) shall preclude the Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which the Executive is employed, or to which the Executive provides services, is not engaged in the Business of the Company, (ii) the Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise which is competitive with the Business of the Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to the Executive’s commencement of employment with or provision of services to the Division.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Executive agrees that, during the Term and for a period of three eighteen (318) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's ’s business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of 4.9%of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Services the Employee will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee agrees that, during the Term and for a period of three six (36) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSONPerson"), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee acknowledges that, due to the unique nature of the Company's businessbusiness and its business model, the loss of any of its clients or business flow flow, the replication of its business model or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee narrowly and fairly serves such an important and critical business interest of the Company. For the purposes of the non-competition provisions of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the research, development and commercialization of novel application drug delivery systems drugs, therapeutics and vaccines for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources treatment of conditions related to study, develop or pursueinfectious diseases. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Information. The Executive agrees that, during the Term and for a during such period of three time after the Term that the Executive continues to receive his salary and benefits without interruption from the Company during the Termination Benefits Period (3) months thereafteras defined hereinafter), other than in the event that the Executive is terminated for Cause, in which case he will remain subject to this provision even in the absence of receiving any further salary or benefits, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of in which the Company's Company does business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development and commercialization of novel application drug delivery systems therapeutics for presently marketed prescription and over-the-counter drugs and providing consulting services the treatment of infectious diseases in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursuehumans. Notwithstanding the foregoing, nothing contained in this Section 6(a7(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his her services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Information. Executive agrees that, during the Term and for a the twelve (12) month period of three immediately following Executive’s separation from employment (3) months thereafterthe “Termination Restriction Period”), he whether such separation is voluntary or involuntary, she shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolodine or any business directly competitive with other product being actively developed or produced by the business Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for his her own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person such Person, in a business competitive with any capacity that requires or could result in Executive’s intentional, unintentional, or inevitable use of the Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, within the geographic area United States and the European Union, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Business of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with engaged in the business Business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which Executive is employed, or to which Executive provides services, is not engaged in the Business of Company, (ii) Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise engaged in or proposing to engage in the Business of Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise's consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive's commencement of employment with or provision of services to the Division.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to to, and knowledge of of, Confidential and Proprietary Information (as defined in Section 5) and the Employee Executive agrees that, during the Term and for a period of three (3) 36 months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's ’s business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not existnationwide. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this AgreementThe Executive further acknowledges that the consideration set forth herein was agreed to by the Company, in part for the Company shall be deemed Executive agreeing to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription Non-Competition, Non-Solicitation and overNon-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursueDisparagement covenants contained herein. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) 4.99% of any class or series of outstanding securities of such corporation. This Section 6(a) shall not be enforceable by the Company against Executive if the Executive (i) is terminated by the Company without Cause; or (ii) terminates this Agreement for Good Reason.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee agrees that, during the Term and for a period of three twelve (312) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's ’s business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development and commercialization of drugs for the treatment of obesity and dermatologic conditions and novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services the Services he is to provide to the Company are special and unique and that in the course of performing such services the Employee Services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Executive agrees that, during the Term and for a during such period of three time after the Term that Executive continues to receive his salary and benefits (3Severance) months thereafterwithout interruptions from the Company, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder stockholder of a Person in a business competitive with the Company within the geographic area of the Company's ’s business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Company's business’s business and its business model, the loss of any of its clients or business flow flow, the replication of its business model or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For or purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development and commercialization of novel application drug delivery systems therapeutics (including drugs, medical devices and vaccines) for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business those indications in which it actually devotes substantive resources the Company or any of its direct or indirect subsidiaries is actively engaged or has taken reasonable steps to study, develop become engaged at the time of the termination of the Executive’s employment or pursueduring the two year period prior thereto. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 56) and the Employee Executive agrees that, during the Term and for a period of three [two (3) months 2)] years thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's ’s business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three five percent (35%) of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Executive agrees that, during the Term and for a period of three eighteen (318) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in be employed by any business which that is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's ’s business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Company's ’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application oral drug delivery systems for presently marketed prescription and over-the-counter drugs where such drug is a small molecule, non-biologic, and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. For the sake of clarity, the Executive will not be in breach of this paragraph 6(a) if, during the eighteen (18) months following the termination of his employment with the Company, he becomes employed by or consults to a Person whose primary business is outside the area of novel oral drug delivery systems for use with small molecule, non-biologic pharmaceuticals – provided that the Executive’s work for said Person during the eighteen (18) months following the termination of his employment does not relate to novel oral drug delivery systems for use with small molecule, non-biologic pharmaceuticals. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) 4.9% of any class or series of outstanding securities of such corporation.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Employee Information. Executive agrees that, during the Term and for a the twelve (12) month period of three immediately following Executive’s separation from employment (3) months thereafterthe “Termination Restriction Period”), whether such separation is voluntary or involuntary, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"“Person”), enter into or engage in any business which is engaged in involving the development or commercialization of a preventive anti-infective product that would be a competitor of Neutrolin or a product containing taurolidine or any business directly competitive with other product being actively developed or produced by the business Company as of the date of Executive’s termination of employment (the “Business of Company”), either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person such Person, in a business competitive with any capacity that requires or could result in Executive’s intentional or unintentional use of the Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company within during the geographic area Term, anywhere in the world, provided, however, that nothing shall prohibit Executive from performing executive duties for any Person that does not engage in the Business of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not exist. The Employee Executive acknowledges that, due to the unique nature of the Business of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with engaged in the business Business of the Company so long as such securities do not, in the aggregate, constitute more than three four percent (34%) of any class or series of outstanding securities of such corporation; or being a passive investor holding less than four percent (4%) of a private equity, venture capital or other commingled fund; and further notwithstanding the foregoing, nothing contained in this Section 6(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i) the Division by which Executive is employed, or to which Executive provides services, is not engaged in the Business of Company, (ii) Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise engaged in or proposing to engage in the Business of Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than one-third of the multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and each subsequent quarterly period, prior to Executive’s commencement of employment with or provision of services to the Division.

Non-Competition, Non-Solicitation and Non-Disparagement. (a) The Employee Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Employee Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 56) and the Employee Executive agrees that, during the Term and for a period of three eighteen (318) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("PERSON"), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, Employeeexecutive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company's business, which is deemed by the parties hereto to be worldwide. Notwithstanding The Company acknowledges the foregoing, if Employee's employment is terminated under Section 8(c) or 8(d) of this Agreement or if Employees employment is terminated by need for the Company without Cause (as defined herein), the preceding shall not apply and such restrictions on Employee's shall not existExecutive to be EMPLOYED IN HIS PROFESSION AND WILL CONSIDER WHETHER THERE IS A SPECIFIC CONFLICT. The Employee Executive acknowledges that, due to the unique nature of the Company's business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Employee Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development of novel application drug delivery systems for presently marketed prescription and over-the-counter drugs and providing consulting services in connection therewith, and in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit the Employee Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation.