COMPLETELY SEPARATE FROM THE
ACTIVITIES OF THE BUSINESS, SUCH SEPARATION TO INCLUDE THAT (I) THE ACTIVITIES
OF SUCH VACCINE BUSINESS (A) DO NOT UTILIZE ANY TRANSFERRED ASSETS, (B) ARE NOT
CONDUCTED AT ANY OF THE LEASED REAL PROPERTIES AND (C) DO NOT IMPAIR OR
OTHERWISE ADVERSELY AFFECT THE PERFORMANCE BY THE SELLER AND ITS AFFILIATES OF
THEIR OBLIGATIONS UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT AND (II) NONE
OF THE BUSINESS EMPLOYEES ARE ENGAGED IN SUCH VACCINE BUSINESS.
8.6.2
"PURCHASER COMPETING ACTIVITIES" MEANS THE BUSINESS
OF RESEARCHING, EVALUATING AND LITIGATING ORIGINATOR INTELLECTUAL PROPERTY FOR,
DEVELOPING, TESTING, OBTAINING REGULATORY APPROVAL FOR, MANUFACTURING,
NEGOTIATING THIRD PARTY CONTRACTS FOR, PROCURING MATERIALS FOR, PERFORMING FILL
AND FINISH SERVICES FOR, MARKETING, DISTRIBUTING AND SELLING INJECTABLE
PHARMACEUTICAL PRODUCTS FOR ALL HUMAN AND ANIMAL PROPHYLACTIC AND THERAPEUTIC
USES IN ALL FORMULATIONS AND DOSAGE FORMS AND FOR ANY AND ALL INDICATIONS;
PROVIDED, HOWEVER, THAT THE PURCHASER COMPETING ACTIVITIES SHALL EXPRESSLY
EXCLUDE (A) SELLING, MARKETING OR DISTRIBUTING GENERIC INJECTABLE PHARMACEUTICAL
PRODUCTS IN THE EXCLUDED COUNTRIES AND INDIA, (B) SUBJECT TO THE EXCLUSIVITY
PROVISIONS OF THE API SUPPLY AGREEMENT, THE BUSINESS OF RESEARCHING,
MANUFACTURING AND TESTING API FOR USE IN GENERIC INJECTABLE PHARMACEUTICAL
PRODUCTS, AND (C) THE BUSINESS OF PERFORMING DRUG DISCOVERY, RESEARCH,
DEVELOPMENT WORK AND/OR MANUFACTURING FOR SELLER'S OWN REQUIREMENTS OR A THIRD
PARTY'S REQUIREMENTS WITH RESPECT TO NCE'S AND/OR NBE'S.
8.6.3
THE RESTRICTED PERIOD SHALL BE EXTENDED BY THE
LENGTH OF ANY PERIOD DURING WHICH ANY PARTY OR AN AFFILIATE OF ANY PARTY IS IN
MATERIAL BREACH OF THE TERMS OF THIS CLAUSE 8.6.
8.6.4
UNLESS OTHERWISE AGREED TO IN WRITING BY THE
PURCHASER, DURING THE RESTRICTED PERIOD, NEITHER KRR (FOR SO LONG AS HE IS A
DIRECTOR OR OFFICER OF THE SELLER OR ANY OF ITS AFFILIATES) NOR THE SELLER
SHALL, DIRECTLY OR INDIRECTLY, FOR ITSELF OR ON BEHALF OF OR IN CONJUNCTION WITH
ANY OTHER PERSON, AND THE SELLER SHALL CAUSE ITS AFFILIATES NOT TO, DIRECTLY OR
INDIRECTLY CALL UPON ANY TRANSFERRED EMPLOYEE OR ANY INDIVIDUAL WHO IS, AT THE
TIME THE INDIVIDUAL IS CALLED UPON, AN EMPLOYEE OF THE PURCHASER OR ANY OF ITS
AFFILIATES FOR THE PURPOSE OR WITH THE INTENT OF SOLICITING SUCH EMPLOYEE AWAY
FROM OR OUT OF THE EMPLOY OF THE PURCHASER OR ANY OF ITS AFFILIATES, OR EMPLOY
OR OFFER EMPLOYMENT TO ANY INDIVIDUAL WHO WAS OR IS EMPLOYED BY THE PURCHASER OR
ANY OF ITS AFFILIATES UNLESS SUCH INDIVIDUAL SHALL HAVE CEASED TO BE EMPLOYED BY
THE PURCHASER OR ANY OF ITS AFFILIATES FOR A PERIOD OF AT LEAST 12 (TWELVE)
MONTHS PRIOR THERETO.
THIS CLAUSE 8.6.4 SHALL NOT BE DEEMED TO PROHIBIT EITHER
KRR, THE SELLER OR ITS AFFILIATES FROM ENGAGING IN GENERAL MEDIA ADVERTISING OR
SOLICITATION THAT MAY BE TARGETED TO A PARTICULAR GEOGRAPHIC OR TECHNICAL AREA
BUT THAT IS NOT SPECIFICALLY TARGETED TOWARDS EMPLOYEES OF THE PURCHASER OR ANY
OF ITS AFFILIATES..
8.6.5
IN VIEW OF THE TRANSACTIONS CONTEMPLATED BY THE
TERMS OF THIS AGREEMENT AND THE RETENTION BY THE SELLER OF THE OTHER BUSINESSES,
DURING