BE APPROVED IN ADVANCE BY THE
BOARD.
9.
LEGAL FEES.
DR. BROWNE SHALL BE ENTITLED TO REIMBURSEMENT BY THE
COMPANY FOR ANY LEGAL FEES HE MAY INCUR IN CONNECTION WITH THE NEGOTIATION AND
EXECUTION OF THIS AGREEMENT, IN AN AMOUNT NOT TO EXCEED $10,000.
10.
CONFIDENTIAL INFORMATION.
EXCEPT AS REASONABLY NECESSARY TO
PERFORM HIS DUTIES AS PRESIDENT AND CHIEF EXECUTIVE OFFICER, DR. BROWNE AGREES
NOT TO REVEAL TO ANY OTHER PERSON OR ENTITY OR USE FOR HIS OWN BENEFIT ANY
CONFIDENTIAL INFORMATION OF OR ABOUT COMPANY OR ITS OPERATIONS, BOTH DURING AND
AFTER HIS EMPLOYMENT UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION
MARKETING PLANS, FINANCIAL INFORMATION, KEY PERSONNEL, EMPLOYEES' SALARIES AND
BENEFITS, CUSTOMER LISTS, PRICING AND COST STRUCTURES, OPERATION METHODS AND ANY
OTHER INFORMATION NOT AVAILABLE TO THE PUBLIC, WITHOUT THE COMPANY'S PRIOR
WRITTEN CONSENT.
11.
NON-COMPETITION.
DR. BROWNE SHALL NOT, DURING THE COURSE OF HIS
EMPLOYMENT WITH THE COMPANY OR FOR A PERIOD OF TWENTY-FOUR (24) MONTHS
THEREAFTER, DIRECTLY OR INDIRECTLY:
A.
BE EMPLOYED BY, ENGAGED IN OR PARTICIPATE IN THE OWNERSHIP,
MANAGEMENT, OPERATION OR CONTROL OF, OR ACT IN ANY ADVISORY OR OTHER CAPACITY
FOR, ANY COMPETING ENTITY WHICH CONDUCTS ITS BUSINESS WITHIN THE TERRITORY (AS
THE TERMS COMPETING ENTITY AND TERRITORY ARE HEREINAFTER DEFINED); PROVIDED,
HOWEVER, THAT NOTWITHSTANDING THE FOREGOING, DR. BROWNE MAY MAKE SOLELY PASSIVE
INVESTMENTS IN ANY COMPETING ENTITY THE COMMON STOCK OF WHICH IS "PUBLICLY HELD"
AND OF WHICH DR. BROWNE SHALL NOT OWN OR CONTROL, DIRECTLY OR INDIRECTLY, IN THE
7
AGGREGATE SECURITIES WHICH CONSTITUTE 5% OR MORE OF THE VOTING RIGHTS OR EQUITY
OWNERSHIP THEREOF;
B.
SOLICIT OR DIVERT ANY BUSINESS OR ANY CUSTOMER FROM THE COMPANY
OR ASSIST ANY PERSON, FIRM OR CORPORATION IN DOING SO OR ATTEMPTING TO DO SO;
C.
CAUSE OR SEEK TO CAUSE ANY PERSON, FIRM OR CORPORATION TO REFRAIN
FROM DEALING OR DOING BUSINESS WITH THE COMPANY OR ASSIST ANY PERSON, FIRM OR
CORPORATION IN DOING SO; OR
D.
SOLICIT FOR EMPLOYMENT, OR ADVISE OR RECOMMEND TO ANY OTHER
PERSON THAT THEY EMPLOY OR SOLICIT FOR EMPLOYMENT OR RETENTION AS AN EMPLOYEE OR
CONSULTANT, ANY PERSON WHO IS AN EMPLOYEE OF, OR EXCLUSIVE CONSULTANT TO, THE
COMPANY.
The Company's obligation to make payments pursuant to Section 4 above shall
terminate in the event that, and at such time as, Dr. Browne is in breach of his
obligation not to compete as set forth in this Section 11.
For purposes of this
Section, the term "Competing Entity" shall mean any entity which is in
possession of drugs substantially similar to those of the Company that are in
pre-clinical development or clinical trials, or which is presently or hereafter
engaged in the business of providing to third parties chemistry products or
services for pre-clinical drug discovery or chemical development which i)
include the out-licensing of small molecule libraries, the undertaking of drug
candidate screening, and/or related drug optimization activities; or
ii) utilize combinatorial chemistry or high-throughput screening technologies in
offering pre-clinical drug discovery services.
The term "Territory" shall