EXHIBIT 10.9
AGREEMENT NOT TO COMPETE
I recognize that Phytera, Inc. a Delaware corporation (the "Company", which
term shall include its subsidiaries and affiliated entities) desires to retain
me in its employ and that the Company wishes to ensure that I do not compete
with the Company, as specified below, in the event my employment with the
Company is terminated.
In consideration of the Company's employment or continued employment of me,
I agree as follows:
1. I will not, for a period of one (1) year commencing with the
termination of my employment with the Company, engage (directly or indirectly)
in any activities or render any services similar or reasonably related to those
in which I have engaged or those which I have rendered as an employee of the
Company during any part of the two-year period preceding my termination for any
trade or business which directly competes with the Company in the discovery,
development or marketing of plant-derived pharmaceuticals or other plant-derived
product areas, in which the Company is engaged at the time of my departure, nor
shall I engage in such activities nor render such services for any other person
or entity engaged or about to become engaged in such activities to, for on
behalf of any such trade or business.
2. I agree that for a period of one (1) year following termination of my
employment with the Company, I will not solicit or in any manner encourage
employees of the Company to leave their employ. I further agree that during such
period I will not offer or cause to be offered employment to any person who was
employed by the Company at any time during the six (6) months prior to the
termination of my employment with the Company.
3. I understand that nothing in this Agreement shall affect my obligations
under the "Confidential and Proprietary Information Agreement" between the
Company and myself of even date herewith.
4. I agree that in addition to any other rights and remedies available to
the Company for any breach by me of my obligations hereunder, the Company shall
be entitled to enforcement of my obligations hereunder by court injunction.
5. If any provision of this Agreement shall be declared invalid, illegal
or unenforceable, then such provision shall be enforceable to the extent that a
court shall deem it reasonable to enforce such provision. If such provision
shall be unreasonable to enforce to any extent, such provision shall be severed
from this Agreement and all remaining provisions shall continue in full force
and effect.
This Agreement shall be governed in all respects by the laws of the Commonwealth
of Massachusetts.
IN WITNESS WHEREOF I have executed this Agreement under seal as of the date
below.
Dated 10/28/93 By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
ACCEPTED AND AGREED TO:
PHYTERA, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Title: President
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