Common use of Non-Compete/Non-Solicit Clause in Contracts

Non-Compete/Non-Solicit. (a) The Company hereby agrees to pay Executive the amounts described under this Agreement as being expressly conditioned on Executive's undertakings under this paragraph as well as under paragraph 15 above. In exchange for the consideration provided in the preceding sentence, Executive agrees that during the term of Executive's employment with the Company and for a period of two years after Executive's termination of employment for any reason, Executive will not, except with the prior written consent of the CEO, directly or indirectly, engage in Competition. For purposes of this Agreement, Competition means that Executive commences employment with, or provides substantial consulting services to, any pharmaceutical company (except companies where sales from pharmaceutical products constitute less than 20% of total sales). Notwithstanding anything to the contrary herein, Executive's service solely as a member of the board of directors of a company whose annual sales are less than $100 million shall not be deemed to be Competition for purposes of this Agreement. For purposes of the preceding sentence, if a company is a subsidiary of another company, the sales of both companies shall be taken into account. Notwithstanding any other provision in this Agreement, any equity grant agreement or any other agreement or plan covering Executive, all of the non-competition restrictions imposed on Executive under this Agreement, any equity grant agreement or any other agreement or plan covering Executive, including, but not limited to, direct restrictions on employment with other companies and any potential forfeiture of compensation or benefits (including, but not limited to, separation benefits and equity compensation), shall cease to apply for all purposes upon Executive's termination of employment for any reason during a CIC Period.

Non-Compete/Non-Solicit. (a) The Company hereby agrees to pay Executive the amounts described under this Agreement as being expressly conditioned on Executive's undertakings under this paragraph as well as under paragraph 15 above. In exchange for the consideration provided in the preceding sentence, Executive agrees that during the term of Executive's employment with the Company and for a period of two years after Executive's termination of employment for any reason, Executive will not, except with the prior written consent of the CEO, directly or indirectly, engage in Competition. For purposes of this Agreement, Competition means that Executive commences employment with, or provides substantial consulting services to, any pharmaceutical company (except companies where sales from pharmaceutical products constitute less than 20% of total sales). Notwithstanding anything to the contrary herein, Executive's service solely as a member of the board of directors of a company whose annual sales are less than $100 million shall not be deemed to be Competition for purposes of this Agreement. For purposes of the preceding sentence, if a company is a subsidiary of another company, the sales of both companies shall be taken into account. Notwithstanding anything to the contrary herein, Executive's service solely as a member of the board of directors of a company whose annual sales are less than $100 million shall not be deemed to be Competition for purposes of this Agreement. For purposes of the preceding sentence, if a company is a subsidiary of another company, the sales of both companies shall be taken into account. Notwithstanding any other provision in this Agreement, any equity grant agreement or any other agreement or plan covering Executive, all of the non-competition restrictions imposed on Executive under this Agreement, any equity grant agreement or any other agreement or plan covering Executive, including, but not limited to, direct restrictions on employment with other companies and any potential forfeiture of compensation or benefits (including, but not limited to, separation benefits and equity compensation), shall cease to apply for all purposes upon Executive's termination of employment for any reason during a CIC Period.