RESPOND TO DISCUSSIONS ABOUT
ACQUISITION, JOINT VENTURE OR SIMILAR RELATIONSHIPS OR TAKE ANY OTHER ACTIONS
THAT MIGHT ADVERSELY AFFECT THE COMPANY'S ABILITY TO COMPLETE A TRANSACTION WITH
THE ENTITIES IDENTIFIED BY THE COMPANY AS CANDIDATES FOR POTENTIAL BUSINESS
COMBINATIONS, STRATEGIC TRANSACTIONS, ACQUISITION OR JOINT VENTURES AND WHO HAD
SIGNED CONFIDENTIALITY AGREEMENTS WITH THE COMPANY SINCE SEPTEMBER 29, 2004.
EXECUTIVE MAY, HOWEVER, PURSUE SUCH DISCUSSIONS WITH ANY SUCH ENTITIES AT ANY
TIME IF COMPANY FIRST CONFIRMS IN WRITING TO EXECUTIVE THAT IT HAS ENDED
DISCUSSIONS WITH SUCH ENTITY.
(D)
PERMITTED ACTIVITIES.
EXECUTIVE SHALL BE FREE TO ENGAGE IN ANY ACTIVITIES
RELATED TO HIS FIELDS OF EXPERTISE TO THE EXTENT NOT IN CONFLICT WITH THE TERMS
OF THIS AGREEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
NOTWITHSTANDING THE RESTRICTIONS CONTAINED HEREIN, EXECUTIVE MAY BE EMPLOYED OR
OTHERWISE CONSULT WITH ANY ENTITY, INCLUDING ANY ENTITIES LISTED HEREINABOVE,
INCLUDING THOSE CONTAINED IN SECTION 11.2(B), PROVIDED THAT EXECUTIVE IS NOT
DIRECTLY INVOLVED IN THE SALES, MARKETING OR GENERAL MANAGEMENT OF SUCH
ENTITIES, AND EXECUTIVE IS NOT IN A POSITION TO SOLICIT BUSINESS OR CUSTOMERS
AWAY FROM COMPANY.
EXECUTIVE MAY ALSO BE EMPLOYED BY OR CONSULT WITH CUSTOMERS
OF THE COMPANY SO
5
LONG AS IN SUCH CAPACITY EXECUTIVE DOES NOT, OR IS NOT IN A POSITION TO, SOLICIT
BUSINESS OR CUSTOMERS AWAY FROM COMPANY.
EXECUTIVE SHALL BE FREE TO PRACTICE
HIS EXPERTISE AS A PHYSICIAN IN AREAS THAT COMPANY DOES NOT HAVE MATERIAL
INVOLVEMENT AS OF THE DATE OF THIS AGREEMENT, SUCH AS ANATOMIC PATHOLOGY,
WHETHER IN A HOSPITAL, CLINIC, OR THE EXCLUDED ENTITIES LISTED ABOVE, AND AS AN
EMPLOYEE OR CONSULTANT TO THE BIOTECH AND DIAGNOSTICS INDUSTRIES.
EXECUTIVE
AGREES THAT THE COVENANTS CONTAINED HEREIN ARE A MATERIAL INDUCEMENT TO THE
COMPANY FOR THE AGREEMENT TO PAY THE SEVERANCE PAYMENTS SET FORTH IN SECTION 5
ABOVE.
(E)
REMEDIES.
EXECUTIVE UNDERSTANDS THAT THE COMPANY WOULD (I) HAVE NO
FURTHER OBLIGATION TO PAY THE SALARY PAYMENTS SET FORTH IN SECTION 5 ABOVE, AND
(II) SEEK AN IMMEDIATE INJUNCTION AND RESTRAINING ORDER TO PREVENT SUCH BREACH
AND/OR THREATENED BREACH AND/OR CONTINUED BREACH BY EXECUTIVE, IN ADDITION TO
ANY OTHER REMEDIES OR DAMAGES TO WHICH THE COMPANY MAY BE ENTITLED AT LAW OR IN
EQUITY, IN THE EVENT EXECUTIVE WERE TO BREACH ANY OF THE TERMS OF THIS SECTION
11.
EXECUTIVE ACKNOWLEDGES THAT MONETARY DAMAGES MAY NOT BE SUFFICIENT TO
COMPENSATE THE COMPANY FOR ANY ECONOMIC LOSS WHICH MAY BE INCURRED BY REASON OF
HIS BREACH OF THE FOREGOING RESTRICTIVE COVENANTS.
ACCORDINGLY, IN THE EVENT OF
ANY SUCH BREACH, THE COMPANY SHALL, IN ADDITION TO THE TERMINATION OF THIS
AGREEMENT AND ANY REMEDIES AVAILABLE TO THE COMPANY AT LAW, BE ENTITLED TO
OBTAIN EQUITABLE RELIEF IN THE FORM OF AN INJUNCTION PRECLUDING EXECUTIVE FROM
CONTINUING SUCH BREACH.
12.
NON-DISPARAGEMENT.
COMPANY AND EXECUTIVE EACH AGREE NOT TO
PUBLISH OR MAKE ANY STATEMENT DISPARAGING OR CRITICAL OF THE OTHER PARTY (AND IN
THE CASE OF COMPANY, ITS AFFILIATES AND/OR THEIR RESPECTIVE OFFICERS, DIRECTORS,
MANAGERS, SUPERVISORS, EMPLOYEES, INVESTORS, PRODUCTS, SERVICES, OR