OF EXECUTIVE'S TERMINATION; OR
(2) THOSE PRODUCTS THAT EXECUTIVE WAS AWARE WERE UNDER RESEARCH AND DEVELOPMENT
BY THE COMPANY AND EXPECTED TO BE MARKETED WITHIN FOUR YEARS OF EXECUTIVE'S
TERMINATION.
THIS COVENANT SHALL APPLY ONLY WITHIN THE "TERRITORY" WHICH IS
DEFINED AS THE FIFTY STATES OF THE UNITED STATES.
EXECUTIVE RECOGNIZES AND
AGREES THAT IN HIS CAPACITY AS PRESIDENT AND CEO OF THE COMPANY, HIS DUTIES
EXTENDED THROUGHOUT THE ENTIRE SERVICE AREA OF THE COMPANY WHICH INCLUDES, AT A
MINIMUM, THE FIFTY STATES OF THE UNITED STATES AND THAT, BECAUSE OF THE
EXECUTIVE NATURE OF EXECUTIVE'S POSITION WITH THE COMPANY, IN ORDER TO AFFORD
THE COMPANY PROTECTION FROM UNFAIR COMPETITION BY THE EXECUTIVE FOLLOWING HIS
TERMINATION OF EMPLOYMENT, THIS COVENANT MUST EXTEND THROUGHOUT THE STATED
TERRITORY.
EXECUTIVE FURTHER ACKNOWLEDGES THAT THIS COVENANT DOES NOT PROHIBIT
HIM FROM ENGAGING IN HIS ENTIRE TRADE OR BUSINESS BUT ONLY A VERY LIMITED
SEGMENT OF THE PHARMACEUTICALS INDUSTRY; OR
(II)
SOLICIT ANY CURRENT EMPLOYEE, SUPPLIER,
CUSTOMER, OR CLIENT OF THE COMPANY WITH WHOM EXECUTIVE DEALT, OR WITH WHOM
ANYONE IN EXECUTIVE'S DIRECT CHAIN OF COMMAND DEALT, ON BEHALF OF THE COMPANY
WITHIN THE YEAR PRECEDING EXECUTIVE'S TERMINATION OF EMPLOYMENT, FOR THE PURPOSE
OF RESEARCHING, DEVELOPING OR PURCHASING, SELLING OR MARKETING DRUG OR NON-DRUG
PRODUCTS, WHICH ARE OR WOULD BE COMPETITIVE WITH:
(1) THOSE PRODUCTS BEING
MARKETED BY THE COMPANY AT THE TIME OF EXECUTIVE'S TERMINATION; OR (2) THOSE
PRODUCTS THAT EXECUTIVE WAS AWARE WERE UNDER DEVELOPMENT BY THE COMPANY AND
EXPECTED TO BE MARKETED WITHIN FOUR YEARS OF EXECUTIVE'S TERMINATION;
Executive acknowledges and agrees that breach by Executive of the provisions of
this Section 4(a) shall entitle the Company, at its option, to terminate this
Agreement, including, but not limited to, termination of the remaining payments
and benefits, if any, to be made to Executive under Section 2 hereof.
(B)
EXECUTIVE ACKNOWLEDGES THAT ALL IDEAS,
INVENTIONS, TRADEMARKS, AND OTHER DEVELOPMENTS OR IMPROVEMENTS CONCEIVED OR
DEVELOPED BY THE EXECUTIVE, ALONE OR WITH OTHERS, DURING THE TERM OF HIS
EMPLOYMENT WITH THE COMPANY OR DURING THE RESTRICTED PERIOD, WHETHER OR NOT
DURING WORKING HOURS, THAT ARE WITHIN THE SCOPE OF THE COMPANY'S BUSINESS
OPERATIONS, OR THAT RELATE TO ANY COMPANY WORK OR PROJECTS, ARE CONCLUSIVELY
PRESUMED TO HAVE BEEN CREATED FOR OR ON BEHALF OF THE COMPANY AS PART OF THE
EXECUTIVE'S SERVICES TO THE COMPANY ("DEVELOPMENTS").
SUCH DEVELOPMENTS ARE THE
EXCLUSIVE PROPERTY OF THE COMPANY WITHOUT THE PAYMENT OF CONSIDERATION
THEREFORE, AND THE EXECUTIVE HEREBY TRANSFERS, ASSIGNS AND CONVEYS ALL OF THE
EXECUTIVE'S RIGHT, TITLE AND INTEREST IN ANY SUCH DEVELOPMENTS TO THE COMPANY
AND AGREES TO EXECUTE AND DELIVER ANY DOCUMENTS THAT THE COMPANY DEEMS NECESSARY
TO EFFECT SUCH TRANSFER ON THE DEMAND OF THE COMPANY.
THE EXECUTIVE AGREES TO
ASSIST THE COMPANY, AT ITS EXPENSE, TO OBTAIN PATENTS ON ANY SUCH PATENTABLE
DEVELOPMENTS, AND AGREES TO EXECUTE ALL DOCUMENTS NECESSARY TO OBTAIN SUCH
PATENTS IN THE NAME OF THE COMPANY.
THIS AGREEMENT DOES NOT APPLY TO ANY
INVENTION FOR WHICH NO EQUIPMENT, SUPPLIES,