Common use of Restricted Activities Clause in Contracts

Restricted Activities. You agree that the following restrictions on your activities during and after your employment are necessary to protect the good will, Confidential Information, trade secrets and other legitimate interests of the Company and its subsidiaries: (i) While you are employed by the Company and during the twelve (12)-month period immediately following termination of your employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), you shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete with the Company or any of its subsidiaries in any geographic area in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Business. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any of the foregoing, your ownership of less than 2% of the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i).

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company company and its subsidiariesSubsidiaries: (ia) While you are the Executive is employed by the Company and during for one (1) year after his employment terminates (or eighteen (18) if the twelve Executive is terminated in accordance with Section 6 (12)-month period immediately following termination of your employment, regardless of the reason therefor d)(ii)) (in the aggregate, the “Restricted Non-Competition Period”), you ) the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete compete with the Company or any of its subsidiaries in any geographic area in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that Company: (i) such Person receives not more than 15% of its annual revenues from anywhere throughout the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and world; (ii) you do not provide advice in North America; (iii) in South America; (iv) in Europe; (v) in Asia; or services directly or indirectly related to the Business(vi) in Australia. Specifically, but without limiting the foregoing, you agree the Executive agrees not to: (A) undertake any planning for any business competitive with the Company or any of its Subsidiaries; or (B) engage in any manner in any activity that is competitive with the business of the Company or any of its Subsidiaries. For the purposes of this Section 8, the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Subsidiaries that could reasonably give rise to work a conflict of interest or provide servicesotherwise interfere with his duties and obligations to the Company or any of its Subsidiaries. (c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its Subsidiaries, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his or her relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate or diminish its relationship with any of them, or, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensationcase of a customer, to conduct with any Competitor. Notwithstanding Person any competing business or activity. (d) In the event that the one (1) year or eighteen (18) month post-termination period stated above is held unenforceable by a court of competent jurisdiction due to its length, then the foregoing, your ownership of less than 2% of the stock of any publicly traded company period shall be deemed not to violate this Section 4(d)(i)six (6) months.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesSubsidiaries: (ia) While you are the Executive is employed by the Company and during for one (1) year after his employment terminates (or eighteen (18) if the twelve Executive is terminated m accordance with Section 6 (12)-month period immediately following termination of your employment, regardless of the reason therefor d)(ii)) (in the aggregate, the “Restricted Non-Competition Period”), you ) the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete compete with the Company or any of its subsidiaries in any geographic area in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that Company: (i) such Person receives not more than 15% of its annual revenues from anywhere throughout the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and world; (ii) you do not provide advice in North America; (iii) in South America; (iv) in Europe; (v) in Asia; or services directly or indirectly related to the Business(vi) in Australia. Specifically, but without limiting the foregoing, you agree the Executive agrees not to: (A) undertake any planning for any business competitive with the Company or any of its Subsidiaries; or (B) engage in any manner in any activity that is competitive with the business of the Company or any of its Subsidiaries. For the purposes of this Section 8, the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Subsidiaries that could reasonably give rise to work a conflict of interest or provide servicesotherwise interfere with his duties and obligations to the Company or any of its Subsidiaries. (c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its Subsidiaries, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his or her relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate or diminish its relationship with any of them, or, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensationcase of a customer, to conduct with any Competitor. Notwithstanding Person any competing business or activity. (d) In the event that the one (1) year or eighteen (18) month post-termination period stated above is held unenforceable by a court of competent jurisdiction due to its length, then the foregoing, your ownership of less than 2% of the stock of any publicly traded company period shall be deemed not to violate six (6) months. (e) The Company and the Executive specifically acknowledge that the provisions of this Section 4(d)(i)8 and the provisions of Section 9(a) below are not intended to restrain the Executive’s ability to practice law or to inhibit any potential client’s choice of legal representation, and all provisions of these Sections shall be interpreted and applied consistently with North Carolina’s Rules of Professional Conduct, specifically including Rule 5.6, “Restrictions on Right to Practice,” Rule 1.6, “Confidentiality of Information,” and Rule 1.9, “Duties to Former Client” (or similar rules in other jurisdictions) and the Executive’s rights and obligations thereunder.

Restricted Activities. You agree The Executive acknowledges that her access to and/or development of trade secrets, Confidential Information and goodwill on behalf of the Company and its Affiliates during the course of employment, as well as the provision of extraordinary or specialized training by the Company and its Affiliates, would give her an unfair competitive advantage were she to leave employment and begin competing with the Company or any of its Affiliates, and that she is being granted access to training, trade secrets, Confidential Information, and goodwill in reliance on her agreements hereunder. Accordingly, the Executive agrees that the following restrictions on your activities during and after your employment set forth herein are necessary to protect the good willgoodwill, trade secrets, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiaries:Affiliates: 30007394_8 (ia) While you are the Executive is employed by the Company and during the twelve for a period of twenty-four months after her employment terminates for any reason hereunder (12)-month period immediately following termination of your employment, regardless of the reason therefor (in the aggregate, the “Restricted Non-Competition Period”), you the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete with the Company engage in or own or hold any of its subsidiaries ownership interest in or assist any geographic area in which the Company does business person or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person entity engaged in the business of development and marketing of sustained-release drug-delivery products or work for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Business. Specifically, but without limiting the foregoing, you agree not to work or provide servicesservices to, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, any full service restaurant business (including, but not limited to, any restaurant business generally considered to be in the casual dining or polished casual dining business) that is located or intended to be located anywhere within a state (if inside the United States of America) or a country (if outside the United States of America) in which is located any Competitor. Notwithstanding restaurant owned or operated by the Company or any of its Affiliates, or any proposed full service restaurant (including, but not limited to, any restaurant generally considered to be in the casual dining or polished casual dining business) to be owned or operated by any of the foregoing or undertake any planning for any such business (collectively, the “Business”). For the purposes of this Section 9, full service restaurants (including, but not limited to, any restaurant business generally considered to be in the casual dining or polished casual dining business) owned or operated by the Company or any of its Affiliates shall include any entity in which the Company or any of its Affiliates has an interest, including, but not limited to, an interest as a franchisor. The term “proposed full service restaurant” shall include all locations for which the Company or any of its franchisees or Affiliates is conducting active, bona fide negotiations to secure a fee or leasehold interest with the intention of establishing a full service restaurant (including, but not limited to, any restaurant generally considered to be in the casual dining or polished casual dining business) thereon. The foregoing, your however, shall not prevent (i) the Executive’s passive ownership of two percent (2%) or less than 2% of the stock equity securities of any publicly traded company shall be deemed company, or (ii) the Executive from working for or providing services to any entity if such entity, together with its affiliates, derives less than five percent (5%) of consolidated gross revenues from the Business and the Executive’s responsibilities do not primarily involve the conduct of the Business by such entity. (b) The Executive agrees that during her employment and during the Non-Competition Period, the Executive will not, and will not assist any other Person to, (i) hire, offer employment to violate or solicit for hiring any employee of the Company or any of its franchises or Affiliates or seek to persuade any employee of the Company or any of its franchises or Affiliates to discontinue employment or (ii) solicit or encourage any independent contractor providing services to the Company or any of its franchisees or Affiliates to terminate or diminish its relationship with them. For the purposes of this Section 4(d)(i).Agreement, an “employee” or “independent contractor” of the Company or any of its Affiliates is any person who was such at any time within the preceding two years. 30007394_8

Restricted Activities. You agree The Consultant agrees that the following some restrictions on your Consultant’s activities during and after your employment the Term of this Agreement are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesSubsidiaries: (ia) While you are employed by During the Company Term of this Agreement and during for eighteen (18) months after the twelve (12)-month period immediately following termination of your employment, regardless of the reason therefor Termination Date (in the aggregate, the “Restricted Non-Competition Period”), you Consultant shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, independent contractor, co-venturer or otherwiseotherwise (other than through ownership of publicly-traded capital stock of a corporation which represents less than one percent (1%) of the outstanding capital stock of such corporation), Compete (i) compete with the Company Company, Holdings or any of its subsidiaries the Company’s Subsidiaries in any geographic area business related to developing, selling, licensing or otherwise providing Products and related services to physicians, hospitals or other medical establishments in the United States or such other business activities which the Company does business Company, Holdings or is actively planning to do business during your employment or, with respect to the portion any of the Restricted Period that follows Company’s Subsidiaries shall conduct or intend to conduct as of the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacityTermination Date, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice undertake any planning for any business competitive with the Company, Holdings or services directly or indirectly related to any of the BusinessCompany’s Subsidiaries. Specifically, but without limiting the foregoing, you agree Consultant agrees not to work or provide services, engage in any capacitymanner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company, anywhere in the Restricted Area, whether as an employee, independent contractor Holdings or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any of the foregoing, your ownership Company’s Subsidiaries as conducted or under consideration at any time during the Term of less than 2% this Agreement or performance of the stock Services for the Company or any of any publicly traded company shall be deemed not its Subsidiaries (including prior to violate this Section 4(d)(ithe date hereof). (b) During the Term, Consultant will not undertake any outside activity that could reasonably give rise to a conflict of interest or otherwise interfere with Consultant’s duties and obligations hereunder. (c) Consultant further agrees that during the Term of this Agreement and during the Non-Competition Period, Consultant will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company, Holdings or any of the Company’s Subsidiaries or anyone who was such an employee within the six (6) months preceding such hire or attempt to hire, (ii) hire or attempt to hire any independent contractor providing services to the Company, Holdings or any of the Company’s Subsidiaries or anyone who was such an independent contractor within six (6) months preceding such hire or attempt to hire, (iii) assist in hiring or any attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any Consultant or independent contractor of the Company, Holdings or any of the Company’s Subsidiaries to terminate his or her relationship with the Company, Holdings or any of the Company’s Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company, Holdings or any of the Company’s Subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company, Holdings or any of the Company’s Subsidiaries.

Restricted Activities. You agree The Executive agrees that the following restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its subsidiaries:Affiliates: DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>_<<VER>> PRESERVELOCATION \* MERGEFORMAT (i) While you are the Executive is employed by the Company and during the twelve (12)-month period immediately following termination of your his employment, regardless of other than a termination due to layoff or termination by the reason therefor Company without Cause (in the aggregate, the “Restricted Non-Compete Period”), you shall the Executive will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete compete with the Company or any of its subsidiaries Affiliates in any geographic area in which the Company or any of its Affiliates does business or is actively planning to do business during your the Executive’s employment or, with respect to the portion of the Restricted Non-Compete Period that follows the termination of your the Executive’s employment, at the time your of such termination, in any geographic area in which the Executive, during the last two (2) years of the Executive’s employment terminates with the Company, provided services or had a material presence or influence (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, for any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by competitive with the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Business. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, anywhere Affiliates in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding in each case involving any of the foregoingservices that the Executive provided to the Company at any time during the Executive’s employment with the Company or, your ownership of less than 2% with respect to the portion of the stock Non-Compete Period that follows the termination of the his employment, during the last two (2) years of the Executive’s employment with the Company. (ii) While the Executive is employed by the Company and during the twelve (12)-month period immediately following termination of the Executive’s employment for any publicly traded company reason (in the aggregate, the “Non-Solicit Period”), the Executive will not, directly or indirectly, (a) solicit or encourage any customer, vendor, supplier or other business partner of the Company or any of its Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek to persuade any such customer, vendor, supplier or other business partner, or any prospective customer, vendor, supplier, or other business partner of the Company or any of its Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with the Company or any of its Affiliates; provided, however, that these restrictions shall be deemed not apply (y) only with respect to violate those Persons who are or have been a business partner of the Company or any of its Affiliates at any time within the twenty-four (24)-month period immediately preceding the activity restricted by this Section 4(d)(i3(d)(ii) or whose business has been solicited on behalf of the Company or any of its Affiliates by any of their officers, employees or agents within such twenty-four (24)-month period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during his employment with the Company or any of its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in his solicitation of such Person. (iii) During the Non-Solicit Period, the Executive will not, directly or indirectly, (a) hire or engage, or solicit for hiring or engagement, any employee of the Company or any of its Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iii), an “employee” or an “independent contractor” of the Company or any of its Affiliates is any Person who was such at any time during the twenty-four (24)-month period immediately preceding the activity restricted by this Section 3(d)(iii).

Restricted Activities. You agree In consideration of the foregoing, the Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiaries:Affiliates. (ia) While you are the Executive is employed by the Company and during until the twelve conclusion of a period equal to twenty-four (12)-month period immediately following termination of your employment24) months from the date the Executive’s employment terminates, regardless of the reason therefor (in the aggregate, the “Restricted Non-Competition Period”), you the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete compete with the Company or any of its subsidiaries in any geographic area in which Affiliates within the Company does business or is actively planning to do business during your employment or, with respect to the portion United States of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) America or undertake any substantial planning to Compete for any business competitive with the Company or any of its Affiliates in the Restricted Arearetail sale of equestrian products. For purposes of this AgreementAt present, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development the Company and marketing its Affiliates involves the retail store, retail catalog and Internet retail sale of sustained-release drug-delivery products for treating eye diseasesequestrian products. Accordingly, the Executive agrees not to engage in any manner in any activity that is competitive (i) with the business of the Company or any of its Affiliates as conducted during the Executive’s employment in the retail store, retail catalog or Internet retail sale of equestrian products; or (ii) such other business conducted of the Company and its Affiliates as to which Executive will have devoted any material time or attention during his employment.. (b) The Executive agrees that, during his employment with the Company, will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligation to the Company or any of its Affiliates. (c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not hire or that attempt to hire any employee of the Company is actively planning to conduct at the time or any of your termination (collectivelyits Affiliates, the “Business”); providedassist in such hiring by any Person, encourage any such Person employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate its relationship with them. (d) The Executive shall specifically not be a Competitor able to shorten the extent that (iNon-Competition Period by waiving his right to receive payments under paragraph 5(d) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Business. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any of the foregoing, your ownership of less than 2% of the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i5(e).

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesSubsidiaries: (ia) While you are the Executive is employed by the Company and during the twelve for one (12)-month period immediately following termination of your employment, regardless of the reason therefor 1) year after his employment terminates (in the aggregate, the “Restricted Non-Competition Period”), you the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete compete with the Company or any of its subsidiaries in any geographic area in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that Company: (i) such Person receives not more than 15% of its annual revenues from anywhere throughout the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and world; (ii) you do not provide advice in North America; (iii) in South America; (iii) in Europe; (iv) in Asia; or services directly or indirectly related to the Business(v) in Australia. Specifically, but without limiting the foregoing, you agree the Executive agrees not to: (A) undertake any planning for any business competitive with the Company or any of its Subsidiaries; or (B) engage in any manner in any activity that is competitive with the business of the Company or any of its Subsidiaries. For the purposes of this Section 8, the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Subsidiaries, that could reasonably give rise to work a conflict of interest or provide servicesotherwise interfere with his duties and obligations to the Company or any of its Subsidiaries. (c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its Subsidiaries, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his or her relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate or diminish its relationship with any of them, or, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensationcase of a customer, to conduct with any Competitor. Notwithstanding Person any competing business or activity. (d) In the event that the one (1) year post-termination period stated above is held unenforceable by a court of competent jurisdiction due to its length, then the foregoing, your ownership of less than 2% of the stock of any publicly traded company period shall be deemed not to violate this Section 4(d)(i)six (6) months.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company BridgeStreet and its subsidiariesAffiliates: (ia) While you are employed by the Company and The Executive agrees that, during the twelve term hereof and for a period of two (12)-month period 2) years immediately following termination of your employment, regardless of his employment (the reason therefor (in the aggregate, the “Restricted "Non-Competition Period”"), you shall he will not, directly or indirectly, whether as an owner, partner, investor, consultant, agent, employee, co-venturer employee or otherwise, Compete provide services to or engage in, or undertake any planning to engage in, any type of business or enterprise in any way similar to or competitive with the Company Business of BridgeStreet or any of its subsidiaries in any geographic area in which Affiliates. (b) The Executive agrees that, during the Company does business or is actively planning to do business during your employment orterm hereof, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or he will not undertake any substantial planning outside activity, whether or not competitive with the Business of BridgeStreet or any of its Affiliates, that could reasonably give rise to Compete in a conflict of interest or otherwise interfere with his duties and obligations to BridgeStreet or any of its Affiliates. (c) The Executive further agrees that during the Restricted Area. For purposes of this Agreementterm hereof and during the Non-Competition Period, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitorthe Executive will not, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseaseswill not assist anyone else to, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% hire any employee of BridgeStreet or any of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% Affiliates or seek to persuade any employee of BridgeStreet or any of its research and development expenditures can relate Affiliates to the Business) and discontinue employment, (ii) you do not provide advice solicit or services directly encourage any customer or indirectly related vendor of or lessor to the Business. Specifically, but without limiting the foregoing, you agree not to work BridgeStreet or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any of its Affiliates to terminate or diminish its relationship with BridgeStreet or any of its Affiliates, (iii) seek to persuade any customer or prospective customer of BridgeStreet or any of its Affiliates to conduct with anyone else any business or activity that such customer or prospective customer conducts or could conduct with BridgeStreet or any of its Affiliates, or (iv) call upon any prospective acquisition candidates on the foregoing, your ownership of less than 2% of the stock Executive's own behalf or on behalf of any publicly traded company shall be deemed not third party, which candidate was either called upon by the Executive or for which the Executive made or had access to violate this Section 4(d)(i)an acquisition analysis for BridgeStreet.

Restricted Activities. You agree Employee, as a condition to participation in the MIC and in consideration of Participant's continued employment by the Company and/or its subsidiaries, agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariessubsidiaries and agrees as follows: (ia) While you are employed by For a period of time beginning on the Company date Employee executes a copy of this Agreement and during continuing for a period ending on the twelve date which is one (12)-month period immediately following termination of your employment, regardless of the reason therefor 1) year after Employee’s employment terminates (in the aggregate, the “Restricted Non-Competition Period”), you ) Employee shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete engage in, assist or have any active interest in a business that competes with the Company or any of its subsidiaries or otherwise compete with the Company or any of its subsidiaries: (i) anywhere throughout the world; (ii) in any geographic area North America; (iii) in South America; (iv) in Europe; (v) in Asia; (vi) in Australia; (vii) in the United States; (viii) in those states of the United States in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice subsidiaries sells products or services directly or indirectly related to the Businessconducts business activities. Specifically, but without limiting the foregoing, you agree Employee agrees that during the Non-Competition Period, Employee shall not: (A) undertake any planning for any business competitive with the Company or any of its subsidiaries; or (B) engage in any manner in any activity that is competitive with the business of the Company or any of its subsidiaries. For the purposes of this Section 6, Employee’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) Employee agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its subsidiaries that could reasonably give rise to work a conflict of interest or provide servicesotherwise interfere with his duties and obligations to the Company or any of its subsidiaries. (c) Employee further agrees that while he is employed by the Company and during the Non-Competition Period, Employee will not, (i) hire or attempt to hire any employee of the Company or any of its subsidiaries, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its subsidiaries, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its subsidiaries to terminate his or her relationship with the Company or any of its subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any capacityPerson any competing business or activity. For purposes of Employee’s obligations hereunder during that portion of the Non-Competition Period that follows termination of Employee’s employment, anywhere in the Restricted Area, whether as an employee, independent contractor contractor, customer or otherwise, whether with vendor of the Company or without compensation, to any Competitor. Notwithstanding any of its subsidiaries shall mean any Person who was such at any time during the foregoing, your ownership of less than 2% six (6) months immediately preceding the date of the stock termination of any publicly traded company Employee’s employment. (d) In the event that the one (1) year period stated above is held unenforceable by a court of competent jurisdiction due to its length, then the period shall be deemed not to violate this Section 4(d)(i)six (6) months or such other time as determined enforceable by such court.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information (as defined in Section 6 below) and other legitimate business interests of the Company and its subsidiariesTJX: (ia) While you are employed by During the Company period starting with the date hereof and during the twelve ending November 30, 2006 (12)-month period immediately following termination of your employment, regardless of the reason therefor (in the aggregate, the “Restricted Non-Competition Period”), you shall the Executive will not, directly or indirectly, whether be a partner or investor in, or be engaged in any employment, consulting, or fees-for-services arrangement with, any business which is a competitor of TJX, nor shall the Executive undertake any planning to engage in any such business. A business shall be deemed a competitor of TJX if and only if (i) it shall then be so regarded by retailers generally, or (ii) it shall operate an off-price apparel, off-price footwear, off-price jewelry, off-price accessories, off-price home furnishings and/or off-price home fashions business, including any such business that is store-based, catalogue-based, or an on-line, “e-commerce” or other off-price internet-based business. The Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this Section 4(a) shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as ownerto duration, partner, investor, consultant, agent, employee, co-venturer geographical scope or otherwise, Compete with as the Company case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made. (b) The Executive agrees that, during the Non-Competition Period, the Executive will not hire or retain, or attempt to hire or retain, any employee of TJX or any individual who was an employee of TJX during the six-month period preceding such hiring or retention or attempt to hire, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with TJX, or solicit or encourage any supplier, vendor, contractor or agent of TJX to terminate or diminish his, her or its subsidiaries relationship with TJX. As used in any geographic area in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “CompetePerson” means to engage as an employeeindividual, consultant or other service capacitya corporation, or to own equity ina limited liability company, any Competitoran association, a partnership, an estate, a trust and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company entity or that the Company is actively planning to conduct at the time of your termination (collectivelyorganization, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more other than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Business. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any of the foregoing, your ownership of less than 2% of the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i)TJX.

Restricted Activities. You agree In exchange for good and valuable consideration provided by the CIC Protection Agreement, Executive agrees that the following some restrictions on your his or her activities during and after your his or her employment with the Company are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesAffiliates: (ia) While you are Executive is employed by the Company and during the twelve for a period of one (12)-month period immediately following termination of your employment, regardless of the 1) year after Executive’s employment terminates for any reason therefor (in the aggregate, the “Restricted Period”), you Executive shall not, directly or indirectly, whether as owner, partner, officer, director, manager, investor, consultant, agent, employee, co-venturer or otherwise, Compete alone or in association with the Company or any of its subsidiaries in any geographic area in which the Company does business or is actively planning to do business during your employment orother Person, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates carry on a Competing Business (the “Restricted Area”as defined below) or undertake any substantial planning to Compete anywhere in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant United States and its possessions and territories or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the BusinessCanada. Specifically, but without limiting the foregoing, you agree Executive agrees not to work or provide services, engage in any capacity, anywhere manner in any activity that is directly or indirectly competitive or potentially competitive with the Restricted Area, whether as an employee, independent contractor business of the Company or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any of the foregoingits Affiliates; provided, your that Executive shall be deemed to not be in violation of this Section 3(a) by reason of ownership of less than 2% of the stock of any publicly a publicly-held corporation whose stock is traded company shall be deemed not to violate on a national securities exchange or in the over-the-counter market. For the purposes of this Section 4(d)(i3(a), a Competing Business of the Company and its Affiliates shall include, without limitation, all Products (as defined below) and Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) Executive further agrees that while Executive is employed by the Company and during the Restricted Period, Executive will not, directly or indirectly, hire or attempt to hire any Person who is (or within the six (6) months prior to such date has been) an employee or independent contractor of the Company or any of its Affiliates, assist in such hiring by any Person, or encourage any such employee or independent contractor to terminate his or her relationship with the Company or any of its Affiliates. (c) During Executive’s employment with the Company or its Affiliates and at all times thereafter, Executive further agrees that he shall not, whether in writing or orally, malign, denigrate or disparage the Company or its Affiliates, their respective subsidiaries or Affiliates, their respective predecessors and successors, or any of their respective current or former products, directors, officers, employees, shareholders, partners, members, customers, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned in an unfavorable light; provided, that nothing in this Agreement shall restrict Executive from providing truthful testimony when legally compelled to do so (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process). Nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Company acknowledges and agrees that Executive does not need the prior authorization of the Company to make any such reports or disclosures and Executive is not required to notify the Company that Executive may make or has made such reports or disclosures.

Restricted Activities. You agree The Executive acknowledges the importance to the Company and its Affiliates of protecting their trade secrets and other Confidential Information and their other legitimate business interests, including without limitation the valuable trade secrets, other Confidential Information and goodwill that they have developed or acquired and which they shall continue to develop and acquire while the Executive’s employment continues. The Company agrees, in consideration of the Executive’s acceptance of the restrictions set forth below, to grant the Executive access to trade secrets and other Confidential Information of the Company and its Immediate Affiliates and to their valuable business relationships and their goodwill. The Executive acknowledges and agrees that the following restrictions on your his activities during and after your his employment set forth below are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesAffiliates: (ia) While you are employed by The Executive agrees that, during his employment with the Company and during for the twelve period of twenty-four (12)-month period 24) months immediately following the termination of your his employment, regardless of the reason therefor (in the aggregatebasis or timing of such termination, the “Restricted Period”), you shall Executive will not, directly or indirectly, whether alone or in association with others, anywhere in the Territory, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as owneran officer, employee, investor, principal, joint venturer, shareholder, partner, investordirector, consultant, agentagent or otherwise with, employeeor have any financial interest (through stock or other equity ownership, co-venturer investment of capital, the lending of money or otherwise) in, Compete any business, venture or activity that (i) directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates or (ii) is identified by agreement between the Executive and the Board (in either case, a “Competitor”), except that nothing contained in this Section 9(a) shall prevent the Executive’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Agreement, the “Business of the Company or any of its Immediate Affiliates” or “Business” is that of retail sales of arts and crafts products; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) are less than the lesser of $100,000,000 or ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Agreement, the “Territory” is those states within the United States and those provinces of Canada in which the Company or any of its Immediate Affiliates is doing or actively planning to do business at any time during the Executive’s employment or, with respect to his obligations hereunder following termination of his employment with the Company, at any time during the six (6) months immediately preceding such termination. (b) The Executive agrees that, during his employment with the Company, he will comply with any and all codes of ethics or business conduct of the Company applicable to his position, as in effect from time to time, and will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. (c) The Executive agrees that, during his employment and during the period of twenty-four (24) months immediately following termination of his employment, regardless of the basis or timing of such termination, the Executive will not, and will not assist any other Person to, (i) hire or solicit for hire any employee of the Company or any of its Immediate Affiliates or seek to persuade any employee of the Company or any of its Immediate Affiliates to discontinue employment or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Immediate Affiliates to terminate or diminish its relationship with them; provided, however, that, after termination of the Executive’s employment with the Company, these restrictions shall apply only with respect to employees of, and independent contractors providing services to, the Company or any of its Immediate Affiliates on the date the Executive’s employment with the Company terminates or at any time during the preceding twelve (12) months. (d) The Executive agrees that, during his employment and during the period of twenty-four (24) months immediately following termination of his employment, regardless of the basis or timing of such termination, the Executive will not directly or indirectly solicit or encourage any distributor or vendor to the Company or any of its Immediate Affiliates to terminate or breach any agreement with the Company or any of its subsidiaries in any geographic area in which Immediate Affiliates or to terminate or diminish its relationship with the Company does business or is actively planning to do business during your any of its Immediate Affiliates; provided, however, that, after termination of the Executive’s employment orwith the Company, these restrictions shall apply only with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, those distributors and “Competitor” means any Person engaged in the vendors who were doing business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by with the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from Affiliates on the Business date the Executive’s employment terminates or at any time during the preceding twelve (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business12) and (ii) you do not provide advice or services directly or indirectly related to the Business. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any of the foregoing, your ownership of less than 2% of the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i)months.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company BridgeStreet and its subsidiariesAffiliates: (ia) While you are employed by the Company and The Executive agrees that, during the twelve term hereof and for a period of two (12)-month period 2) years immediately following termination of your employment, regardless of his employment (the reason therefor (in the aggregate, the “Restricted "Non-Competition Period”"), you shall he will not, directly or indirectly, whether as an owner, partner, investor, consultant, agent, employee, co-venturer employee or otherwise, Compete provide services to or engage in, or undertake any planning to engage in, any type of business or enterprise in any way similar to or competitive with the Company BridgeStreet or any of its subsidiaries in any geographic area in which Affiliates. (b) The Executive agrees that, during the Company does business or is actively planning to do business during your employment orterm hereof, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or he will not undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreementoutside activity, “Compete” means to engage as an employee, consultant whether or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in not competitive with the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, BridgeStreet or any other business conducted by of its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to BridgeStreet or any of its Affiliates. (c) The Executive further agrees that during the Company or that term hereof and during the Company is actively planning to conduct at the time of your termination (collectivelyNon-Competition Period, the “Business”); providedExecutive will not, any such Person shall and will not be a Competitor to the extent that assist anyone else to, (i) such Person receives not more than 15% hire any employee of BridgeStreet or any of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% Affiliates or seek to persuade any employee of BridgeStreet or any of its research and development expenditures can relate Affiliates to the Business) and discontinue employment, (ii) you do not provide advice solicit or services directly encourage any customer or indirectly related vendor of or lessor to the Business. Specifically, but without limiting the foregoing, you agree not to work BridgeStreet or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any of its Affiliates to terminate or diminish its relationship with BridgeStreet or any of its Affiliates, (iii) seek to persuade any customer or prospective customer of BridgeStreet or any of its Affiliates to conduct with anyone else any business or activity that such customer or prospective customer conducts or could conduct with BridgeStreet or any of its Affiliates, or (iv) call upon any prospective acquisition candidates on the foregoing, your ownership of less than 2% of the stock Executive's own behalf or on behalf of any publicly traded company shall be deemed not third party, which candidate was either called upon by the Executive or for which the Executive made or had access to violate this Section 4(d)(i)an acquisition analysis for BridgeStreet.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesAffiliates: (ia) While you are the Executive is employed by the Company and during for the twelve (12)-month period months immediately following termination of your employment, regardless of the his employment for any reason therefor (in the aggregate, the “Restricted Non-Competition Period”), you the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete engage in Competitive Business Activities with the Company or any of its subsidiaries in Serviced Affiliates within any geographic area of the United States in which the Company or its Affiliates does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) ). Specifically, the Executive agrees not to engage in any manner in any Competitive Business Activities that are in whole or undertake in part directly competitive with the business of the Company or any substantial planning of its Serviced Affiliates as conducted at the time of Executive’s departure from the Company, or planned to Compete be conducted within 12 months of termination of Executive’s employment. For the purposes of this Section 9, the business of the Company and its Serviced Affiliates shall include, but not be limited to, the provision of fixed broadband wireless services for mobile backhaul, bypass and fiber extensions in the Restricted AreaUnited States. For purposes of this Agreement, “CompeteServiced Affiliates” means those Affiliates of the Company for which the Executive has provided services or as to engage which he has had access to Confidential Information. (b) The Executive agrees that, except as set forth in Section 3(c) hereof, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Subsidiaries, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. (c) The Executive further agrees that during the Non-Competition Period, the Executive will not hire or attempt to hire any employee of the Company or any of its Serviced Affiliates, assist in such hiring by any person, or encourage, induce or solicit any such employee to terminate his or her relationship with the Company or any of its Serviced Affiliates; provided, however, that the foregoing will not apply to any employee that has terminated his or her employment relationship with the Company or any of its Serviced Affiliates, as applicable, at least six months prior to the date on which the Executive’s employment relationship with the Company is terminated. The Executive further agrees that during the Non-Competition Period, the Executive will not solicit any customer or vendor of the Company or any of its Serviced Affiliates to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts immediately prior to Executive’s departure with the Company or any of its Serviced Affiliates. (d) The Executive further agrees that during the Non-Competition Period the Executive will not solicit or induce, or attempt to solicit or induce, any Person having an employee, consultant existing or prospective relationship with the Company or its Affiliates to enter into a contract or other service capacitybusiness arrangement with Executive or with any other Person, the intent or foreseeable result of which could be: (i) to own equity in, divert or seize a business opportunity relating to or involving a Competitive Business Activity in any Competitor, and “Competitor” means Territory which the Company has or had under consideration during Executive’s employment relationship with the Company; (ii) to materially increase the Company’s or its Affiliates’ costs or economic exposure of doing business; (iii) to materially diminish the Company’s or its Affiliates’ sales or revenue in any Person line of business in which it is engaged or plans to be engaged in the business 12 months following termination of development and marketing of sustained-release drug-delivery products for treating eye diseases, Executive’s employment; or any other business conducted by (iv) otherwise to cause competitive or financial injury to the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Business. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any of the foregoing, your ownership of less than 2% of the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i)Affiliates.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesSubsidiaries: (ia) While you are the Executive is employed by the Company and during for two (2) years from the twelve (12)-month period immediately following termination of your employment, regardless later of the reason therefor Termination Date or the last date on which the Executive receives a severance payment from the Company (in the aggregate, the “Restricted Non-Competition Period”), you the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwiseotherwise (other than through ownership of publicly-traded capital stock of a corporation which represents less than one (1%) of the outstanding capital stock of such corporation), Compete (i) compete with the Company or any Subsidiary in any business activities, in the United States or in any other country, which the Company or any Subsidiary shall conduct or intend to conduct as of the Termination Date, or (ii) undertake any planning for any business competitive with the Company or any of its subsidiaries in any geographic area in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the BusinessSubsidiaries. Specifically, but without limiting the foregoing, you agree the Executive agrees not to work engage in any manner in any activity that is directly or provide servicesindirectly competitive or potentially competitive with the business of the Company or any of its Subsidiaries as conducted or under consideration at any time during the Executive’s employment with the Company or any of its Subsidiaries (including prior to the date hereof). (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Subsidiaries, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Subsidiaries. (c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries or anyone who was such an employee within the six (6) months preceding such hire or attempt to hire, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its Subsidiaries or anyone who was such an independent contractor within six (6) months preceding such hire or attempt to hire, (iii) assist in hiring or any attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries (including physicians holding clinical privileges at any surgical facility in which the Company has a direct or indirect ownership interest or with which a subsidiary of the Company has a management agreement) to terminate or diminish its relationship with any of them, or, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensationcase of a customer, to conduct with any Competitor. Notwithstanding Person any business or activity which such customer conducts or could conduct with the Company or any of the foregoing, your ownership of less than 2% of the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i)its Subsidiaries.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company Company, ESP and its subsidiariestheir Subsidiaries: (ia) While you are employed by During the Term and for two (2) years from the later of the Termination Date or the last date on which the Executive receives a severance payment from the Company and during the twelve (12)-month period immediately following termination of your employment, regardless of the reason therefor (in the aggregate, the “Restricted Non-Competition Period”), you the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwiseotherwise (other than through ownership of publicly-traded capital stock of a corporation which represents less than one (1%) of the outstanding capital stock of such corporation), Compete (i) compete with the Company Company, ESP or any of its subsidiaries their Subsidiaries in any geographic area in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (andactivities, in the event United States or in any other country, which the Person is pre-commercialCompany, not more than 50% ESP or any of its research and development expenditures can relate their Subsidiaries shall conduct or intend to conduct business as of the Business) and Termination Date or (ii) you do not provide advice undertake any planning for any business competitive with the Company, ESP or services directly or indirectly related to the Businessany of their Subsidiaries. Specifically, but without limiting the foregoing, you agree the Executive agrees not to work engage in any manner in any activity that is directly or provide servicesindirectly competitive or potentially competitive with the business of the Company, ESP or any of their Subsidiaries as conducted or under consideration at any time during the Executive’s employment with the Company, ESP or any of their Subsidiaries (including prior to the date hereof). (b) The Executive agrees that, during the Term, he will not undertake any outside activity, whether or not competitive with the business of the Company, ESP or their Subsidiaries, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations hereunder. (c) The Executive further agrees that during the Term and the Non-Competition Period, the Executive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company, ESP or any of their Subsidiaries or anyone who was such an employee within the six (6) months preceding such hire or attempt to hire, (ii) hire or attempt to hire any independent contractor providing services to the Company, ESP or any of their Subsidiaries or anyone who was such an independent contractor within six (6) months preceding such hire or attempt to hire, (iii) assist in hiring or any attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company, ESP or any of their Subsidiaries to terminate his relationship with the Company, ESP or any of their Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company, ESP or any of their Subsidiaries (including physicians holding clinical privileges at any surgical facility in which the Company or ESP has a direct or indirect ownership interest or with which a subsidiary of the Company or ESP has a management agreement) to terminate or diminish its relationship with any of them, or, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensationcase of a customer, to conduct with any Competitor. Notwithstanding Person any business or activity which such customer conducts or could conduct with the Company, ESP or any of the foregoing, your ownership of less than 2% of the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i)their Subsidiaries.

Restricted Activities. You agree (a) The Seller acknowledges that the following restrictions on your activities during Purchaser would not have entered into this Agreement and after your employment are necessary to protect the good will, Confidential Information, trade secrets Transactional Agreements but for the agreements and other legitimate interests covenants of the Company Seller contained in this Section 5.2. Accordingly, the Seller covenants and its subsidiariesagrees that: (i) While you are employed by neither the Company and during the twelve (12)-month period immediately following termination Seller nor any of your employmentits subsidiaries shall, regardless of the reason therefor (anywhere in the aggregateworld, directly or indirectly, for a period commencing on the Closing Date and terminating on the date five years following the Closing Date (the “Restricted Period”)): (A) engage in any Restricted Activities; (B) render any services (of the type prohibited by the defined term “Restricted Activities”) to any Person (other than the Purchaser) engaged in Restricted Activities; or (C) become interested in any Person engaged in Restricted Activities (other than the Purchaser) as a shareholder, you principal, agent, trustee or investor; provided, however, that notwithstanding the foregoing the Seller and any of its subsidiaries may own, directly or indirectly, solely as a passive investment, securities of any Person that are traded on any national securities exchange or the Nasdaq National Market if the Seller or such subsidiary: (1) is not a controlling Person or a member of a group which controls such Person; and (2) does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person; provided, further, however, that the Seller and any of its subsidiaries may own up to five percent (5%) of any class of securities of an Entity that invests in other Entities as long as it is not the primary purpose of the investing Entity to engage in, or invest in Persons engaged in, Restricted Activities. (ii) during the eighteen-month period following the Closing, the Seller shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer : (A) knowingly solicit or otherwise, Compete with encourage to leave the Company employment of the Purchaser (or any of its subsidiaries in the Purchaser’s subsidiaries), any geographic area in which Continuing Employee; or (B) employ any Continuing Employee; provided, however, that the Company does business or is actively planning to do business during your Seller shall not be prohibited from: (1) employing any Continuing Employees through a general public solicitation of employment or, with respect to as long as at least six months has elapsed between the portion of the Restricted Period that follows Seller employing such Continuing Employee and the termination of your employmentsuch Continuing Employee’s employment with the Purchaser; and (2) employing any Continuing Employee whose employment has been involuntarily terminated by the Purchaser or a subsidiary of the Purchaser. (b) If the Seller breaches, at or threatens to commit a breach of, any of the time your employment terminates provisions of Section 5.2(a) (the “Restricted AreaRestrictive Covenants”), the Purchaser shall have the following rights and remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights and remedies shall be independent of the other and severally enforceable and shall not be affected by the provisions of Section 4, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Purchaser under law or in equity: (i) the right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond), including the right to an entry against the Seller of restraining orders and injunctions (preliminary and temporary) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Purchaser and that money damages will not provide adequate remedy to the Purchaser with respect thereto; or (ii) the right and remedy to require the Seller to account for and pay over to the Purchaser all compensation, profits, monies, accruals, increments or other benefits (“Benefits”) derived or undertake received by the Seller as the result of any substantial planning to Compete in transactions constituting a breach of any of the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any CompetitorRestrictive Covenants, and “Competitor” means the Seller shall account for and pay over such Benefits to the Purchaser. (c) If any Person engaged in of the business of development and marketing of sustained-release drug-delivery products for treating eye diseasesRestrictive Covenants, or any other business conducted by the Company part thereof, are determined to be invalid or that the Company is actively planning to conduct at the time of your termination (collectivelyunenforceable, the “Business”); provided, any such Person remainder of the Restrictive Covenants shall not thereby be a Competitor affected and shall be given full force and effect, without regard to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Business. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any of the foregoing, your ownership of less than 2% of the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i)invalid portions.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesSubsidiaries: (ia) While you are the Executive is employed by the Company and during for one (1) year after his employment terminates (or eighteen (18) if the twelve Executive is terminated in accordance with Section 6 (12)-month period immediately following termination of your employment, regardless of the reason therefor d)(ii)) (in the aggregate, the “Restricted Non-Competition Period”), you ) the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete compete with the Company or any of its subsidiaries in any geographic area in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that Company: (i) such Person receives not more than 15% of its annual revenues from anywhere throughout the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and world; (ii) you do not provide advice in North America; (iii) in South America; (iv) in Europe; (v) in Asia; or services directly or indirectly related to the Business(vi) in Australia. Specifically, but without limiting the foregoing, you agree the Executive agrees not to: (A) undertake any planning for any business competitive with the Company or any of its Subsidiaries; or (B) engage in any manner in any activity that is competitive with the business of the Company or any of its Subsidiaries. For the purposes of this Section 8, the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Subsidiaries that could reasonably give rise to work a conflict of interest or provide servicesotherwise interfere with his duties and obligations to the Company or any of its Subsidiaries. (c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its Subsidiaries, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his or her relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate or diminish its relationship with any of them, or, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensationcase of a customer, to conduct with any Competitor. Notwithstanding Person any competing business or activity. (d) In the event that the one (1) year or eighteen (18) month post-termination period stated above is held unenforceable by a court of competent jurisdiction due to its length, then the foregoing, your ownership of less than 2% of the stock of any publicly traded company period shall be deemed not to violate this Section 4(d)(i)six (6) months.

Restricted Activities. You agree The Executive agrees that the following restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesAffiliates: (ia) While you are the Executive is employed by the Company and during the for a period of twelve (12)-month period immediately following termination of your employment12) months after his employment terminates, regardless of the reason therefor basis or timing of that termination, (in the aggregate, the “Restricted Non-Competition Period”), you the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete carry on or be engaged in or have any financial or other interest in or be otherwise commercially involved in any endeavour, activity or business which is competitive with the Business of the Company or any of its subsidiaries in Affiliates or undertake any geographic area in planning for any business competitive with the Business of the Company or any of its Affiliates within any jurisdiction listed on Exhibit D hereto, or any other jurisdiction within which the Company does and/or any of its Affiliates conducts business or is actively planning has specific plans to do conduct business during your employment or, with respect at or prior to the portion of date that the Restricted Period that follows the termination of your employment, at the time your Executive’s employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Business. Specifically, but without limiting the foregoing, you agree the Executive agrees not to, without the prior written consent of the Company, engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the Business of the Company or any of its Affiliates, as conducted or under consideration at any time during the Executive’s employment, within the Restricted Area and further agrees not to work for or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding Person who is engaged in any business that is competitive with the Business of the Company or any of its Affiliates for which the Executive has provided services, as conducted or in planning during his employment within the Restricted Area. The foregoing, your however, shall not prevent the Executive’s passive ownership of three (3) percent or less than 2% of the stock equity or debt securities of any publicly traded company company. The Company hereby acknowledges that it has approved of the Executive making the investments outlined, generally, in a letter from the Company to the Executive even-dated herewith, and that such investments, as described in such letter, shall not constitute a violation of the terms of this Agreement. (b) Subject to anything else contained in this Agreement (including, without limitation, under Sections 3(c) and (d) hereof), the Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the Business of the Company or any of its Affiliates that could reasonably give rise to a conflict of interest or otherwise interfere with any of his duties or obligations to the Company or any of its Affiliates. (c) The Executive agrees that, during his employment and for a period of twenty four (24) months after his employment terminates, regardless of the basis or timing of that termination (the “Non-Solicitation Period”), he will not directly or indirectly (i) solicit or encourage any Customer or Prospective Customer to terminate or diminish its relationship with the Company or its Affiliates; or (ii) seek to persuade any such Customer or Prospective Customer to conduct with anyone else any business or activity which such Customer or Prospective Customer conducts or could reasonably be deemed expected to conduct with the Company or any of its Affiliates; provided that these restrictions shall apply during the Non-Solicitation Period only if the Executive has performed work for such Customer or Prospective Customer during his employment with the Company or one of its Affiliates or been introduced to, or otherwise had contact with, such Customer or Prospective Customer as a result of his employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information that would assist in the Executive’s solicitation of such Person. (d) The Executive agrees that during his employment (excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties) and during the Non-Solicitation Period, the Executive will not, and will not assist any other Person to, (i) hire or solicit for hiring any employee of the Company or any of its Affiliates or seek to violate this Section 4(d)(i)persuade any employee of the Company or any of its Affiliates to discontinue employment or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them; provided, however, that during the Non-Solicitation Period, (A) these restrictions shall apply only to employees and independent contractors who have provided services to the Company at any time within the two (2) years preceding the date of termination of the Executive’s employment, (B) these restrictions shall not apply as it relates to the Executive’s executive assistant, and (C) the restrictions against solicitation shall not apply with respect to any general solicitations of employees or independent contractors issued to the general public.

Restricted Activities. You agree that (a) None of Delk, Delk Holdings, nor Delk Partners shall, for a period of on▇ (▇) ▇▇▇▇ from the following restrictions on your activities during and after your employment are necessary to protect Effec▇▇▇▇ Date (the good will, Confidential Information, trade secrets and other legitimate interests of the Company and its subsidiaries: (i) While you are employed by the Company and during the twelve (12)-month period immediately following termination of your employment, regardless of the reason therefor (in the aggregate, the “"Restricted Period”"), you shall not, directly or indirectly, whether either as owneran employee, partner, investoremployer, consultant, agent, employeeprincipal, co-venturer partner, stockholder, corporate officer, board member, director, or otherwisein any other individual or representative capacity, Compete engage or attempt to engage in any activity which is competitive with either (i) the specific products sold by the Company to its customers as of the Effective Date and set forth in Exhibit D (a "Company Product") or (ii) the IP Assets conveyed to the Company in the IP Assignment Agreement. The foregoing restrictions shall not prevent any of Delk, Delk Holdings, or Delk Partners from owning stock in the C▇▇▇▇▇▇ ▇▇ from owing fiv▇ ▇▇rcent (5%) or less of the equity securities of any public company other than the Company. (b) During the Restricted Period, none of Delk, Delk Holdings, nor Delk Partners shall directly or indirec▇▇▇ ▇▇▇▇▇▇h another person or ▇▇▇▇ty (i) assist, induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the Company or any of its subsidiaries in any geographic area in which relationship between the Company does business and any employee thereof, (ii) hire directly or is actively planning through another person, any person who was an employee of the Company as of the Effective Date, or (iii) assist, induce or attempt to do business induce any independent contractor, vendor or supplier of the Company to discontinue its relationship or violate any agreement with the Company. (c) During the Restricted Period, none of Delk, Delk Holdings, nor Delk Partners shall disclose or use any ▇▇▇▇▇▇▇ ▇onfidential Informat▇▇▇ that they became aware of during your employment or, with respect the term and within the scope of the Delk Employment except to the portion extent such Company Confidential I▇▇▇▇mation was known to Delk, Delk Holdings, or Delk Partners prior to the beginning of ▇▇▇ ▇▇▇▇ ▇mployment or b▇▇▇▇es generally known to and available for use b▇ the public other than as a result of the Restricted Period that follows the termination acts or omissions of your employmentDelk, at the time your employment terminates (the “Restricted Area”) Delk Holdings, or undertake any substantial planning Delk Partners in violation of this Agree▇▇▇▇. ▇▇▇▇ of Delk, Delk ▇▇▇dings, and Delk Partners shall take all reasonable ▇▇▇▇▇ ▇▇ safeguard Compa▇▇ ▇onfidential Information in their possession and to Compete in protect it against disclosure, misuse, espionage, loss and theft during the Restricted AreaPeriod. For purposes of As used in this Agreement, “Compete” the term "Company Confidential Information" means to engage trade secrets and other similar proprietary information designated and safeguarded as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted confidential by the Company and which is not generally known to the public and which is directly related to either (i) a Company Product or that (ii) the IP Assets conveyed to the Company is actively planning to conduct at in the time of your termination (collectively, the “Business”)IP Assignment Agreement; provided, however, that "Company Confidential Information" shall expressly not include any such Person shall not information that is required by law or court order to be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Business. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any of the foregoing, your ownership of less than 2% of the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i)disclosed.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesSubsidiaries: (ia) While you are the Executive is employed by the Company and during the twelve for eighteen (12)-month period immediately following termination of your employment, regardless of the reason therefor 18) months after his employment terminates (in the aggregate, the “Restricted Non-Competition Period”), you ) the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete with sell, distribute, manufacture, or market products that are substantially the same as the Products (“Competitive Activities”), it being understood that, as of the Effective Date, Competitive Activities are selling, distributing, manufacturing or marketing textile belts and rolls used in the manufacturing of paper and paperboard: (i) anywhere throughout the world; (ii) in North America; (iii) in South America; (iv) in Europe; (v) in Asia; (vi) in Australia; (vii) in the United States; (viii) in those states of the United States in which the Company or any of its subsidiaries in any geographic area in which the Company does Subsidiaries sells Products or conducts business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Businessactivities. Specifically, but without limiting the foregoing, you agree the Executive agrees that during the Non-Competition Period, he shall not: (A) undertake any planning for any business involved in Competitive Activities; or (B) engage in any manner in any Competitive Activity. For the purposes of this Section 8, the Executive’s undertaking shall encompass all items and products that are intended to be used as direct substitutes for Products. (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Subsidiaries that could reasonably give rise to work a conflict of interest or provide servicesotherwise interfere with his duties and obligations to the Company or any of its Subsidiaries. (c) The Executive further agrees that while he is employed by the Company and during the period of eighteen (18) months after his employment terminates, the Executive will not, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its Subsidiaries in connection with any Competitive Activity, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his or her relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any capacityPerson any Competitive Activity. For purposes of the Executive’s obligations hereunder during that portion of the Non-Competition Period that follows the Termination Date, anywhere in the Restricted Area, whether as an employee, independent contractor contractor, customer or otherwise, whether with vendor of the Company or without compensation, to any Competitor. Notwithstanding any of its Subsidiaries shall mean any Person who was such at any time during the foregoingsix (6) months immediately preceding the Termination Date. (d) In the event that the eighteen (18) months period stated above is held unenforceable by a court of competent jurisdiction due to its length, your then the period shall be one (1) year. (e) The provisions of Section 8(a) shall not be deemed breached as a result of Executive’s passive ownership of less than 2an aggregate of 5% of any class of securities of a Person engaged, directly or indirectly, in Competitive Activities, so long as Executive does not actively participate in the business of such Person; provided, however, that the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i)such Person is listed on a national securities exchange.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your her activities during and after your her employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information (as defined in Section 13) and other legitimate interests of the Company and its subsidiariesSubsidiaries: (ia) While you are the Executive is employed by the Company and during for one (l) year from the twelve (12)-month period immediately following termination of your employment, regardless later of the reason therefor Termination Date or the last date on which the Executive receives a severance payment from the Company (in the aggregate, the “Restricted Non-Competition Period”), you the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwiseotherwise (other than through ownership of publicly-traded capital stock of a corporation which represents less than one percent (l%) of the outstanding capital stock of such corporation), Compete (i) compete with the Company or any Subsidiary in any business activities, in the United States or in any other country, which the Company or any Subsidiary shall conduct or intend to conduct as of the Termination Date, or (ii) undertake any planning for any business competitive with the Company or any of its subsidiaries in any geographic area in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the BusinessSubsidiaries. Specifically, but without limiting the foregoing, you agree the Executive agrees not to work engage in any manner in any activity that is directly or provide servicesindirectly competitive or potentially competitive with the business of the Company or any of its Subsidiaries as conducted or under consideration at any time during the Executive’s employment with the Company (including prior to the date hereof). (b) The Executive agrees that, during her employment with the Company, she will not undertake any outside activity, whether or not competitive with the business of the Company or its Subsidiaries, that could reasonably give rise to a conflict of interest or otherwise interfere with her duties and obligations to the Company or any of its Subsidiaries. (c) The Executive further agrees that while she is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries or anyone who was such an employee within the six (6) months preceding such hire or attempt to hire, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its Subsidiaries or anyone who was such an independent contractor within six (6) months preceding such hire or attempt to hire, (iii) assist in hiring or any attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any other Person (as defined in Section 13), (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries (including physicians holding clinical privileges at any surgical facility in which the Company has a direct or indirect ownership interest or with which a Subsidiary has a management agreement) to terminate or diminish its relationship with any of them, or, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensationcase of a customer, to conduct with any Competitor. Notwithstanding Person any business or activity which such customer conducts or could conduct with the Company or any of the foregoing, your ownership of less than 2% of the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i)its Subsidiaries.

Restricted Activities. You agree The Executive agrees that the following restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its subsidiariesAffiliates: (i) While you are the Executive is employed by the Company and during the twelve (12)-month period immediately following termination of your his employment, regardless of other than a termination due to layoff or termination by the reason therefor Company without Cause (in the aggregate, the “Restricted Non-Compete Period”), you shall the Executive will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete with the Company or engage in any of its subsidiaries Competing Business (as defined below) in any geographic area in which the Company or any of its Affiliates does business or is actively planning to do business during your the Executive’s employment or, with respect to the portion of the Restricted Non-Compete Period that follows the termination of your the Executive’s employment, at the time your of such termination, in any geographic area in which the Executive, during the last two (2) years of the Executive’s employment terminates with the Company, provided services or had a material presence or influence (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, for any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Competing Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Business. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding in each case involving any of the foregoingservices that the Executive provided to the Company at any time during the Executive’s employment with the Company or, your ownership of less than 2% with respect to the portion of the stock Non-Compete Period that follows the termination of the his employment, during the last two (2) years of the Executive’s employment with the Company. As used herein, “Competing Business” refers to any publicly traded company shall be deemed not to violate this Section 4(d)(i)Person that engages in any business that is directly competitive with the Company’s business of developing human therapeutics utilizing a DNA Damage Repair mechanism, including any business or enterprise that develops, manufactures, markets, licenses, sells or provides any product or service that directly competes with any product or service developed, manufactured, marketed, licensed, sold or provided by the Company during the Executive’s employment with the Company.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesSubsidiaries: (ia) While you are the Executive is employed by the Company and during the twelve for one (12)-month period immediately following termination of your employment, regardless of the reason therefor 1) year after his employment terminates (in the aggregate, the “Restricted Non-Competition Period”), you the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete compete with the Company or any of its subsidiaries in any geographic area in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the BusinessCompany. Specifically, but without limiting the foregoing, you agree the Executive agrees not to: (i) undertake any planning for any business competitive with the Company or any of its Subsidiaries; or (ii) engage in any manner in any activity that is competitive with the business of the Company or any of its Subsidiaries. For the purposes of this Section 7, the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Subsidiaries, that could reasonably give rise to work a conflict of interest or provide servicesotherwise interfere with his duties and obligations to the Company or any of its Subsidiaries. (c) The Executive further agrees that, while he is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its Subsidiaries, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his or his relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any capacityPerson any competing business or activity. (d) In the event that the one (1) year post-termination period stated above is held unenforceable by a court of competent jurisdiction due to its length, anywhere then the period shall be six (6) months. Also, in the Restricted Areaevent that the territory stated above is held unenforceable by a court of competent jurisdiction due to its size, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any of then the foregoing, your ownership of less than 2% of the stock of any publicly traded company territory shall be deemed not to violate this Section 4(d)(i)Brazil.

Restricted Activities. You agree The Executive expressly acknowledges and agrees that (1) the following restrictions on your the Executive’s activities during and after your the Executive’s employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company Group, and its subsidiaries(2) in the absence of the Executive’s agreement herein to comply with the following restrictions, the Company would not have been willing to enter into this Agreement: (ia) While you are employed by For a period beginning on the Company Effective Date and during ending 12 months following the twelve Termination Date (12)-month period immediately following termination of your employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), you except with respect to activities performed in furtherance of the Executive’s obligations under this Agreement, the Executive shall not, directly or indirectly, whether either individually or as a partner, owner, partner, investor, consultantjoint venturer, employee, agent, employeerepresentative, co-venturer officer, director, or otherwisemember of any Person: (i) provide Radiology Services anywhere in the United States; (ii) directly or indirectly (A) solicit for employment, Compete with or employ or engage any individual who is or was employed by any member of the Company or any Group during the period of its subsidiaries in any geographic area in which the Company does business or is actively planning to do business during your Executive’s employment under this Agreement or, with respect to the portion of the Restricted Period following the Termination Date, during the 12-month period prior to the Termination Date or (B) seek to persuade any such person to discontinue employment with the Company Group; or (iii) directly or indirectly (A) solicit or encourage any Restricted Business Partner, to terminate or diminish its relationship with them or (B) seek to persuade any Restricted Business Partner to conduct with anyone else who provides Radiology Services; provided, however, that follows these restrictions shall apply (y) only with respect to those Persons who are or have been a Restricted Business Partner at any time within the termination immediately preceding 12-month period or whose business has been solicited on behalf of your employmentthe Company Group by any of their officers, at employees or agents within such 12-month period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for or with such Person during the Executive’s employment with the Company Group or been introduced to, or otherwise had contact with, such Person as a result of the Executive’s employment or other associations with the Company Group, or have had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (b) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid or enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time your employment terminates within which the judgment may be appealed. (c) The restrictions set forth in Section 7(a) shall not be deemed to prohibit the “Restricted Area”ownership by the Executive of not more than one percent (1%) of the shares of corporations which are publicly traded on a national stock exchange or undertake any substantial planning to Compete in the Restricted Area. For purposes over-the-counter markets. (d) The Executive has carefully considered the nature and extent of the restrictions upon the Executive, and the rights and remedies conferred upon the Company Group, under this Agreement, “Compete” means and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to engage as an employeeeliminate competition which otherwise would be unfair to the Company Group, consultant or other service capacity, or are fully required to own equity in, any Competitorprotect the legitimate interests of the Company Group, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by do not confer a benefit upon the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor Group disproportionate to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate detriment to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Business. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any of the foregoing, your ownership of less than 2% of the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i)Executive.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesSubsidiaries: (ia) While you are the Executive is employed by the Company and during the twelve for two (12)-month period immediately following termination of your employment, regardless of the reason therefor 2) years after his employment terminates (in the aggregate, the “Restricted Non-Competition Period”), you ) the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete compete with the Company or any of its subsidiaries Subsidiaries: (i) anywhere throughout the world; (ii) in any geographic area North America; (iii) in South America; (iv) in Europe; (v) in Asia; (vi) in Australia; (vii) in the United States; (viii) in those states of the United States in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice Subsidiaries sells Products or services directly or indirectly related to the Businessconducts business activities. Specifically, but without limiting the foregoing, you agree the Executive agrees that during the Non-Competition Period, he shall not: (A) undertake any planning for any business competitive with the Company or any of its Subsidiaries; or (B) engage in any manner in any activity that is competitive with the business of the Company or any of its Subsidiaries. For the purposes of this Section 8, the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Subsidiaries that could reasonably give rise to work a conflict of interest or provide servicesotherwise interfere with his duties and obligations to the Company or any of its Subsidiaries. (c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its Subsidiaries, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his or her relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any capacityPerson any competing business or activity. For purposes of the Executive’s obligations hereunder during that portion of the Non-Competition Period that follows the Termination Date, anywhere in the Restricted Area, whether as an employee, independent contractor contractor, customer or otherwise, whether with vendor of the Company or without compensation, to any Competitor. Notwithstanding any of its Subsidiaries shall mean any Person who was such at any time during the foregoingsix (6) months immediately preceding the Termination Date. (d) In the event that the two (2) year period stated above is held unenforceable by a court of competent jurisdiction due to its length, your ownership of less than 2% of then the stock of any publicly traded company period shall be deemed not to violate this Section 4(d)(i)twelve (12) months.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are --------------------- necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesAffiliates: (ia) While you are the Executive is employed by the Company and during for the twelve period of twenty-four (12)-month period 24) months immediately following termination of your employment, regardless of his employment by the reason therefor Company (in the aggregate, with the “Restricted period of his employment, the "Non-Competition Period”"), you the ---------------------- Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete compete with the Company or any of its subsidiaries in any geographic area in which Affiliates within the Company does business United States or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) Europe or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, for any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by competitive with the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the BusinessAffiliates. Specifically, but without limiting the foregoing, you agree the Executive agrees not to work engage in any manner in any activity that is directly or provide indirectly competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive's employment. Restricted activity includes without limitation, providing services, in any capacitydirectly or indirectly, anywhere in the Restricted Areawith or without compensation, whether as an employee, independent contractor contractor, officer, director or otherwise, whether with or without compensation, to any Competitor. Notwithstanding Person who does, or has plans to become, a competitor of the business of the Company or any of its Affiliates. For the foregoingpurposes of this Section 9, your ownership of less than 2% the business of the stock Company and its Affiliates shall include all Products and the Executive's undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any publicly traded company shall be deemed of its Affiliates. Further, the Executive agrees that, during his employment and thereafter, he will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, he will not (i) hire or attempt to violate this Section 4(d)(i)hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, he will not directly or indirectly solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them, or to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your the Executive’s activities during and after your the Executive’s employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesAffiliates. Therefore, in consideration of the Executive’s ongoing employment with the Company, the rights, benefits and other consideration the Executive will be granted pursuant to this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged: (ia) While you are the Executive is employed by the Company and during the for a period of twelve (12)-month period immediately following termination of your employment12) months after the Executive’s employment terminates, regardless of the reason therefor basis or timing of that termination (in the aggregate, the “Restricted Non-Competition Period”), you the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete compete with, or otherwise assist with any competitor of (as of such date of the Executive’s termination), the Company or any of its Affiliates or undertake any planning for any business competitive with the Company or any of its subsidiaries in any geographic area in which Affiliates (as conducted by the Company does business or is its Affiliates as of the date of the Executive’s termination) within (i) the State of Texas, (ii) the State of California, (iii) the State of New York, (iv) any other state in the United States and (v) any other geographical area where the Company or any of its Affiliates or Affiliated Physician Practices conducts or, to the Executive’s knowledge, are actively planning to do conduct their business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in ). The Executive acknowledges that the Restricted Areanature and scope of the Company’s and its Affiliates’ business is national. For the purposes of this AgreementSection 9, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or and its Affiliates shall include, without limitation, all Products and Services and the Executive’s undertaking shall encompass all items, products and services that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not may be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, used in the event the Person is pre-commercial, not more than 50% of its research substitution for Products and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the BusinessServices. Specifically, but without limiting Notwithstanding the foregoing, you agree not to work (A) the Executive may hold a passive ownership of two (2) percent or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any less of the foregoing, your ownership of less than 2% of the stock equity securities of any publicly traded company company, (B) nothing in this Section 9 is intended or shall be deemed not construed to violate restrict in any way the Executive’s ability to practice medicine or Telemedicine, and (C) nothing in this Section 4(d)(i9 is intended or shall be construed to restrict in any way the Executive’s ability to provide services to any Affiliated Physician Practice. (b) The Executive agrees that, during the Executive’s employment with the Company, the Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates or Affiliated Physician Practices that could reasonably give rise to a conflict of interest or otherwise interfere with any of the Executive’s duties or obligations to the Company or any of its Affiliates, other than the Executive’s role(s), if any, in respect of any Affiliated Physician Practice. (c) The Executive agrees that, during the Executive’s employment and during the Non-Competition Period, the Executive will not directly or indirectly (i) solicit or encourage any customer or vendor of the Company or any of its Affiliates or Affiliated Physician Practices to terminate or diminish its relationship with the Company or any of its Affiliates or Affiliated Physician Practices; or (ii) seek to persuade any such customer or prospective customer of the Company or any of its Affiliates or Affiliated Physician Practices to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of its Affiliates or Affiliated Physician Practices; provided, that these restrictions shall apply only with respect to those Persons who are or have been a customer or vendor of the Company or any of its Affiliates or Affiliated Physician Practices at any time within the immediately preceding two (2) year period or whose business has been solicited on behalf of the Company or any of the Affiliates or Affiliated Physician Practices by any of their officers, employees or agents within said two (2) year period, other than by form letter, blanket mailing or published advertisement. (d) The Executive agrees that during the Executive’s employment (excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of the Executive’s duties) and during the Non-Competition Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any of its Affiliates or seek to persuade any employee of the Company or any of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates or Affiliated Physician Practices to terminate or diminish its relationship with the Company or any of its Affiliates or Affiliated Physician Practices.

Restricted Activities. You agree The Executive agrees that the following restrictions on your his/her activities during and after your his/her employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesAffiliates: (ia) While you are the Executive is employed by the Company and during for the greater of (i) twelve (12)-month 12) months after his/her employment terminates or (ii) the period immediately following termination of your employment, regardless of during which the reason therefor Executive is receiving payments under Section 5 (in the aggregate, the “Restricted Non-Competition Period”), you the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete compete with the Company or any of its subsidiaries Affiliates in any geographic area in which the Company or any of its Affiliates does business or is actively planning to do business during your employment orthe Executive’s employment, or with respect to the portion of the Restricted Non-Competition Period that follows the termination of your his/her employment, at the time your his/her employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete for any business competitive with the Company or any of its Affiliates in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Business. Specifically, but without limiting the foregoing, you agree the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive with all or any portion of the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive's employment within the Restricted Area and further agrees not to work for or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding Person that is engaged in any business that is competitive with all or any portion of the business of the Company or any of its Affiliates, as conducted or in active planning during his/her employment with the foregoingCompany or, your with respect to the portion of the Non-Competition Period that follows the termination of his/her employment, at the time his/her employment terminates. For the purposes of this Section 8, the business of the Company and its Affiliates shall include all Products and the Executive's undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing shall not prohibit the Executive's passive ownership of two percent (2%) or less than 2% of the stock equity securities of any publicly traded company company. (b) The Executive agrees that, during his/her employment with the Company or any Affiliate of the Company, he/she will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his/her duties and obligations to the Company or any of its Affiliates. (c) The Executive further agrees that while he/she is employed by the Company or any Affiliate of the Company and thereafter during the Non-Competition Period, except as required for the proper performance of his/her duties and responsibilities to the Company and its Affiliates, the Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person, encourage any such employee to terminate his/her or her relationship with the Company or any of its Affiliates or solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates; provided, however, that these restrictions shall be deemed not apply (y) only with respect to violate this Section 4(d)(i)those Persons who are or have been a customer or employee of the Company or any of its Affiliates at any time within the immediately preceding one-year period, and (z) only if the Executive has performed work for such customer during his/her employment with the Company or one of its Affiliates or been introduced to, or otherwise had contact with, such customer as a result of his/her employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive in his/her solicitation of such customer.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your the Executive’s activities during and after your the Executive’s employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesAffiliates. Therefore, in consideration of the Executive’s ongoing employment with the Company, the rights, benefits and other consideration the Executive will be granted pursuant to this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged: (ia) While you are the Executive is employed by the Company and during the for a period of twelve (12)-month period immediately following termination of your employment12) months after the Executive’s employment terminates, regardless of the reason therefor basis or timing of that termination (in the aggregate, the “Restricted Non-Competition Period”), you the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete compete with, or otherwise assist with any competitor of (as of such date of the Executive’s termination), the Company or any of its Affiliates or undertake any planning for any business competitive with the Company or any of its subsidiaries in any geographic area in which Affiliates (as conducted by the Company does business or is its Affiliates as of the date of the Executive’s termination) within (i) the State of Texas, (ii) the State of California, (iii) the State of New York, (iv) any other state in the United States and (v) any other geographical area where the Company or any of its Affiliates or Affiliated Physician Practices conducts or, to the Executive’s knowledge, are actively planning to do conduct their business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in ). The Executive acknowledges that the Restricted Areanature and scope of the Company’s and its Affiliates’ business is national. For the purposes of this AgreementSection 9, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or and its Affiliates shall include, without limitation, all Products and Services and the Executive’s undertaking shall encompass all items, products and services that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not may be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, used in the event the Person is pre-commercial, not more than 50% of its research substitution for Products and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the BusinessServices. Specifically, but without limiting Notwithstanding the foregoing, you agree not to work (A) the Executive may hold a passive ownership of two (2) percent or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any less of the foregoing, your ownership of less than 2% of the stock equity securities of any publicly traded company company, (B) nothing in this Section 9 is intended or shall be deemed not construed to violate restrict in any way the Executive’s ability to practice medicine or Telemedicine, and (C) nothing in this Section 4(d)(i9 is intended or shall be construed to restrict in any way the Executive’s ability to provide services to any Affiliated Physician Practice, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ M.D. & Associates, PLLC, and/or Lakewood Cardiology, PC. (b) The Executive agrees that, during the Executive’s employment with the Company, the Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates or Affiliated Physician Practices that could reasonably give rise to a conflict of interest or otherwise interfere with any of the Executive’s duties or obligations to the Company or any of its Affiliates, other than the Executive’s role(s), if any, in respect of any Affiliated Physician Practice. (c) The Executive agrees that, during the Executive’s employment and during the Non-Competition Period, the Executive will not directly or indirectly (i) solicit or encourage any customer or vendor of the Company or any of its Affiliates or Affiliated Physician Practices to terminate or diminish its relationship with the Company or any of its Affiliates or Affiliated Physician Practices; or (ii) seek to persuade any such customer or prospective customer of the Company or any of its Affiliates or Affiliated Physician Practices to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of its Affiliates or Affiliated Physician Practices; provided, that these restrictions shall apply only with respect to those Persons who are or have been a customer or vendor of the Company or any of its Affiliates or Affiliated Physician Practices at any time within the immediately preceding two (2) year period or whose business has been solicited on behalf of the Company or any of the Affiliates or Affiliated Physician Practices by any of their officers, employees or agents within said two (2) year period, other than by form letter, blanket mailing or published advertisement. (d) The Executive agrees that during the Executive’s employment (excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of the Executive’s duties) and during the Non-Competition Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any of its Affiliates or seek to persuade any employee of the Company or any of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates or Affiliated Physician Practices to terminate or diminish its relationship with the Company or any of its Affiliates or Affiliated Physician Practices.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesAffiliates: (ia) While you are the Executive is employed by the Company, during the period during which the Executive is receiving the Severance Payments, and for an additional eighteen months thereafter (in the aggregate, the "Non-Competition Period"), the Executive shall not, directly or indirectly, own, manage, operate, control or participate in any manner in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, principal, consultant, agent or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, venture or activity which competes with any Business of the Company or its Affiliates, in the United States or any other geographic area where such Business is being conducted or actively being planned to be conducted at or prior to the Separation Date. For the purposes of this Section 9, the Business of the Company and its Affiliates shall include all Products and the Executive's undertaking shall encompass all items, products and services that may be used in substitution for Products. In no case shall the Non-Competition Period last for more than twenty four (24) months after the Separation Date. Notwithstanding the foregoing, ownership of not more than five percent of any class of equity security of any publicly held corporation shall not, of itself, constitute a violation of this Paragraph 9. (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. (c) The Executive further agrees that while he is employed by the Company and during the twelve (12)-month period immediately following termination of your employmentNon-Competition Period, regardless the Executive will not hire or attempt to hire any employee of the reason therefor (Company or any of its Affiliates, assist in the aggregatesuch hiring by any Person, the “Restricted Period”), you shall not, directly encourage any such employee to terminate his or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete her relationship with the Company or any of its subsidiaries in any geographic area in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacityAffiliates, or to own equity in, solicit or encourage any Competitor, and “Competitor” means any Person engaged in the business customer or vendor of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (andAffiliates to terminate or diminish its relationship with them, or, in the event case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Person is pre-commercial, not more than 50% Company or any of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Business. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any of the foregoing, your ownership of less than 2% of the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i)Affiliates.

Restricted Activities. You agree The Executive agrees that the following restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesAffiliates: (ia) While you are the Executive is employed by the Company and during the twelve for eighteen (12)-month period immediately following termination of your employment18) months after his employment terminates, regardless of the reason therefor (basis of such termination, except as otherwise provided in Section 6(c) of the aggregateExecutive’s employment agreement with the Company of even date herewith, the “Restricted Period”), you Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete (i) compete with the Company or any of its subsidiaries Immediate Affiliates (as defined in Section 8 hereof) within the United States or in any geographic area other country in which the Company does business or any of its Immediate Affiliates markets, or is actively in active planning to do market, any of the Products or otherwise conducts or is in active planning to conduct business; (ii) undertake any planning for any business during your employment orcompetitive with the Products of the Company or any of its Immediate Affiliates; or (iii) compete, or undertake any planning to compete with, the Exclusive Licensees (as also defined in Section 8) with respect to those Products as to which the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted Exclusive Licensees are licensed by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, Immediate Affiliates in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Businessthose geographic areas covered by those licenses. Specifically, but without limiting the foregoing, you agree the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the Products or with any of the other business activities of the Company or any of its Immediate Affiliates conducted or under consideration at any time during the Executive’s employment or his service on the Board and further agrees not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, for or to any Competitor. Notwithstanding Person who is engaged in any business that is competitive with the business of the Company or any of its Immediate Affiliates or any of the Exclusive Licensees (with respect to the Products licensed), as conducted or in planning during the Executive’s employment. For the purposes of this Section 4, the business of the Company and its Immediate Affiliates and the Exclusive Licensees shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, your however, shall not prevent the Executive’s passive ownership of two percent (2%) or less than 2% of the stock equity securities of any publicly traded company company; nor in any way limit him in the performance of his duties as a member of the boards of directors of companies previously disclosed to the Company or otherwise approved by the Board of Directors of the Company. (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or any of its Immediate Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with any of his duties, responsibilities or obligations to the Company or any of its Immediate Affiliates. (c) The Executive agrees that, during his employment with the Company and during the eighteen (18) months immediately following termination of his employment, regardless of the basis of such termination, the Executive will not directly or indirectly (a) solicit or encourage any customer or prospective customer of the Company or any of its Immediate Affiliates or any of their Exclusive Licensees to terminate or diminish its relationship with the Company or any of its Immediate Affiliates; (b) seek to persuade any such customer or prospective customer of the Company or any of its Immediate Affiliates or any Exclusive Licensee to conduct with the Executive or any other Person any business or activity that such customer, prospective customer or Exclusive Licensee conducts or could conduct with the Company or any of its Immediate Affiliates or (c) solicit or encourage any customer or prospective customer of any of the Exclusive Licensees for any of the Products to terminate or diminish such business with the Exclusive Licensees or to conduct such business with the Executive or any other Person; provided that these restrictions shall be deemed apply after termination of the Executive’s employment with the Company (y) only with respect to those Persons who are or have been Exclusive Licensees or who are or have been a customer or potential customer of the Company or any of its Immediate Affiliates or the Exclusive Licensees at any time within the twelve (12) month period immediately preceding the Date of Termination or whose business has been solicited on behalf of the Company or any of its Immediate Affiliates or any of the Exclusive Licensees by any of their employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company or one of its Immediate Affiliates or one of their Exclusive Licensees or has had access to Confidential Information that would assist in the Executive’s solicitation of such Person in competition with the Company or one of its Immediate Affiliates or one of the Exclusive Licensees. (d) The Executive agrees that during his employment (except in the course of his duties on behalf of the Company or any of its Immediate Affiliates) and during the eighteen (18) month period immediately following termination of his employment, regardless of the basis for such termination, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any of its Immediate Affiliates or any of the Exclusive Licensees or seek to violate this Section 4(d)(i)persuade any employee of the Company or any of its Immediate Affiliates or any of the Exclusive Licensees to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any of its Immediate Affiliates or any of the Exclusive Licensees to terminate or diminish its relationship with them. For the purposes of the Executive’s obligations hereunder following termination of his employment with the Company, an “employee” of the Company or any of its Immediate Affiliates or any of the Exclusive Licensees or an “independent contractor” providing services to the Company or any of its Immediate Affiliates or any of the Exclusive Licensees is any Person who was such at any time during the twelve (12) months preceding the Date of Termination.

Restricted Activities. You agree a. In consideration of Employer’s promises set out in Section 9 and the other promises and undertakings of Employer in this Agreement, Employee agrees that while employed by Employer and for the Restriction Period set forth on Exhibit A following the termination of Employee’s employment for any reason, Employee shall not engage in any of the following restrictions on your activities during and after your employment are necessary to protect (the good will, Confidential Information, trade secrets and other legitimate interests “Restricted Activities”) without the written consent of the Company and its subsidiariesEmployer: (i) While you are employed by the Company and during the twelve (12)-month period immediately following termination of your employment, regardless of the reason therefor (Except in the aggregateproper performance of Employee’s duties for Employer, directly or indirectly, whether or not for compensation, engage or prepare to engage in, or aid or advise another person or entity who is engaging in or preparing to engage in, a Competing Business (as defined in Section 10(c)(i)) as an employee, officer, director, agent, partner, stockholder, owner, member, representative, consultant, or in any other individual or representative capacity; provided, however, that this Section 10(a)(i) does not prohibit Employee’s ownership of (A) stock or other securities listed on a national securities exchange or actively traded in the “Restricted Period”), you shall over-the-counter market if Employee and the members of Employee’s immediate family do not, directly or indirectly, hold more than a total of five percent (5%) of all such shares of stock or other securities issued and outstanding; (B) royalty interests where Employee owns the surface of the land covered by the royalty interest and the ownership of the royalty interest is incidental to the ownership of such surface estate; (C) Oil and Gas Interests (as defined in Section 10(c)(ii)) owned by Employee prior to the Effective Date and disclosed to Employer in writing; or (D) Oil and Gas Interests acquired by Employee through a bona fide gift or inheritance; and provided further, however, that during the Restriction Period, the prohibitions of this Section 10(a)(i) extend only to (I) Oil and Gas Interests in the Specified Geographical Area (as defined in Section 10(c)(iv)) and (II) the performance by Employee, directly or indirectly, of the same or similar activities Employee has performed for Employer for or on behalf of a Competing Business that take place anywhere in, or are directed at any part of, the Specified Geographical Area, or such other activities that by their nature are likely to lead to the disclosure of Confidential Information. (ii) Except in the proper performance of Employee’s duties for Employer, directly or indirectly solicit, induce, persuade, or entice, or endeavor to solicit, induce, persuade, or entice, any person who is then, or was within the previous six (6) months, employed by or otherwise engaged to perform services for Employer to leave that employment or cease performing those services, whether as owneron Employee’s own behalf or on behalf of any other person or entity, partneror to become employed by or otherwise perform services for a Competing Business; and (iii) Except in the proper performance of Employee’s duties for Employer directly or indirectly solicit, investorinduce, consultantpersuade, agentor entice, employeeor endeavor to solicit, co-venturer induce, persuade, or otherwiseentice, Compete with the Company any person who is then a customer, supplier, or vendor of Employer to cease being a customer, supplier, or vendor of Employer or to divert all or any part of its subsidiaries such person’s or entity’s business from Employer, whether on Employee’s own behalf or on behalf of any other individual or entity. b. Employee acknowledges and agrees that the restrictions in this Section 10 are ancillary to an otherwise enforceable agreement, including without limitation the mutual promises and undertakings set out in Section 9; that Employer’s promises and undertakings set out, and the matters recited, in Section 9 and Employee’s position and responsibilities with Employer give rise to Employer’s interest in restricting Employee’s post-employment activities; that such restrictions are designed to enforce Employee’s promises and undertakings set out in Sections 9 and 10 and Employee’s common-law obligations and duties owed to Employer; that the restrictions are reasonable and necessary, are valid and enforceable under applicable law, and do not impose a greater restraint than necessary to protect Employer’s goodwill, Confidential Information, and other legitimate business interests; that Employee will immediately notify Employer in writing should Employee believe or be advised that the restrictions are not, or likely are not, valid or enforceable under the law of any geographic area in which the Company does business state that Employee contends or is actively planning advised is applicable; that Employee will not challenge the enforceability of such restrictions; that absent the promises and representations made by Employee in Sections 9 and 10, Employer would require Employee immediately to do business during your employment orreturn any tangible Confidential Information in Employee’s possession, would not provide Employee with respect new and additional Confidential Information, would not authorize Employee to the portion of the Restricted Period engage in activities that follows will create new and additional Confidential Information, and would not enter or have entered into this Agreement; and Employee’s obligations under this Section 10 are in addition to any applicable statutory or common-law obligations and survive the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. this Agreement. c. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the Business. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitor. Notwithstanding any of the foregoing, your ownership of less than 2% of the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i).10,

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information (as defined in Section 13) and other legitimate interests of the Company and its subsidiariesSubsidiaries: (ia) While you are the Executive is employed by the Company and during for one (1) year from the twelve (12)-month period immediately following termination of your employment, regardless later of the reason therefor Termination Date or the last date on which the Executive receives a severance payment from the Company as provided for in Section 6(d) (in the aggregate, the “Restricted Non-Competition Period”), you the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwiseotherwise (other than through ownership of publicly-traded capital stock of a corporation which represents less than one percent (1%) of the outstanding capital stock of such corporation), Compete (i) compete with the Company or any Subsidiary in any business activities, in the United States or in any other country, which the Company or any Subsidiary shall conduct or intend to conduct as of the Termination Date, or (ii) undertake any planning for any business competitive with the Company or any of its subsidiaries in any geographic area in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the BusinessSubsidiaries. Specifically, but without limiting the foregoing, you agree the Executive agrees not to work engage in any manner in any activity that is directly or provide servicesindirectly competitive or potentially competitive with the business of the Company or any of its Subsidiaries as conducted or under consideration at any time during the Executive’s employment with the Company or any of its subsidiaries (including prior to the date hereof). (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Subsidiaries, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Subsidiaries. (c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries or anyone who was such an employee within the six (6) months preceding such hire or attempt to hire, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its Subsidiaries or anyone who was such an independent contractor within six (6) months preceding such hire or attempt to hire, (iii) assist in hiring or any attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any other Person (as defined in Section 13), (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries (including physicians holding clinical privileges at any surgical facility in which the Company has a direct or indirect ownership interest or with which a Subsidiary has a management agreement) to terminate or diminish its relationship with any of them, or, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensationcase of a customer, to conduct with any Competitor. Notwithstanding Person any business or activity which such customer conducts or could conduct with the Company or any of the foregoing, your ownership of less than 2% of the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i)its Subsidiaries.

Restricted Activities. You agree The Executive agrees that the following some restrictions on your his activities during and after your his employment are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Company and its subsidiariesSubsidiaries: (ia) While you are the Executive is employed by the Company and during the twelve for one (12)-month period immediately following termination of your employment, regardless of the reason therefor 1) year after his employment terminates (in the aggregate, the “Restricted Non-Competition Period”), you the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, Compete (i) compete with the Company anywhere throughout the world where, as of the Termination Date, the Company sells Products or conducts its business activities, has sold Products or has conducted such business activities, or intends to sell Products or conduct such business activities, or (ii) undertake any planning for any business competitive with the Company or any of its subsidiaries in any geographic area in which the Company does business or is actively planning to do business during your employment or, with respect to the portion of the Restricted Period that follows the termination of your employment, at the time your employment terminates (the “Restricted Area”) or undertake any substantial planning to Compete in the Restricted Area. For purposes of this Agreement, “Compete” means to engage as an employee, consultant or other service capacity, or to own equity in, any Competitor, and “Competitor” means any Person engaged in the business of development and marketing of sustained-release drug-delivery products for treating eye diseases, or any other business conducted by the Company or that the Company is actively planning to conduct at the time of your termination (collectively, the “Business”); provided, any such Person shall not be a Competitor to the extent that (i) such Person receives not more than 15% of its annual revenues from the Business (and, in the event the Person is pre-commercial, not more than 50% of its research and development expenditures can relate to the Business) and (ii) you do not provide advice or services directly or indirectly related to the BusinessSubsidiaries. Specifically, but without limiting the foregoing, you agree the Executive agrees not to work engage in any manner in any activity that is directly or provide servicesindirectly competitive or potentially competitive with the business of the Company or any of its Subsidiaries as conducted or under consideration at any time during the Executive’s employment with the Company or any of its Subsidiaries (including prior to the date hereof). For the purposes of this Section 8, the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Subsidiaries, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Subsidiaries. (c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries or anyone who was such an employee within the six (6) months preceding such hire or attempt to hire, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its Subsidiaries or anyone who was such an independent contractor within six (6) months preceding such hire or attempt to hire, (iii) assist in hiring or any attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his or her relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate or diminish its relationship with any of them, or, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensationcase of a customer, to conduct with any Competitor. Notwithstanding Person any business or activity which such customer conducts or could conduct with the Company or any of the foregoing, your ownership of less than 2% of the stock of any publicly traded company shall be deemed not to violate this Section 4(d)(i)its Subsidiaries.