DATE (THE "NONCOMPETE PERIOD"), ISIS AND
ITS AFFILIATES SHALL NOT ENGAGE IN AND SHALL NOT HAVE ANY AFFILIATION WITH ANY
PERSON THAT ENGAGES IN A LINE OF BUSINESS THAT COMPETES WITH THE BUSINESS AS
CONDUCTED ON AND PRIOR TO THE CLOSING DATE AND AS CONTEMPLATED BY IBIS AND ISIS
TO BE CONDUCTED AFTER THE CLOSING DATE, AS REFLECTED IN THE OFFERING MEMORANDUM
AND THE MANAGEMENT PRESENTATIONS.
FOR PURPOSES OF THIS SECTION 8.9, THE TERM
"AFFILIATION" SHALL MEAN ANY DIRECT OR INDIRECT INTEREST IN SUCH PERSON OR
ENTERPRISE, WHETHER AS AN INVESTOR, PARTNER, STOCKHOLDER, OPERATOR, LENDER,
TRUSTEE, JOINT VENTURE CONTRIBUTOR, LICENSOR OR CONSULTANT (OTHER THAN PASSIVE
INVESTMENTS BY ISIS OF LESS THAN [***]% OF THE OUTSTANDING EQUITY SECURITIES OF
ANY ENTITY LISTED FOR TRADING ON A NATIONAL STOCK EXCHANGE OR INVESTMENTS IN
LESS THAN [***]% OF THE OUTSTANDING EQUITY SECURITIES BY ISIS IN A PERSON
ENGAGED IN DRUG DISCOVERY, DEVELOPMENT OR COMMERCIALIZATION).
(b)
Pre-Existing Business.
Notwithstanding the foregoing, if a Person becomes
an Affiliate of Isis after the Closing Date, and such Person was engaged in a
line of business that on or before the time such Person became an Affiliate of
Isis, competed with the Business as conducted on and prior to the Closing Date
and as contemplated by Ibis and Isis to be
51
CONDUCTED AFTER THE CLOSING DATE, AS REFLECTED IN THE OFFERING MEMORANDUM AND
MANAGEMENT PRESENTATIONS (A "PRE-EXISTING BUSINESS"), THEN THE PROVISIONS OF
SECTION 8.9(A) WILL NOT APPLY TO SUCH PRE-EXISTING BUSINESS IF (I) SUCH THIRD
PARTY DOES NOT [***] AND (II) APPROPRIATE PROTECTIVE MEASURES AND PROCEDURES ARE
ESTABLISHED BY ISIS AND ITS AFFILIATES AND SUCH PERSON AND ITS AFFILIATES TO
PROTECT AND SAFEGUARD THE CONFIDENTIALITY OF ABBOTT AND IBIS CONFIDENTIAL
INFORMATION.
(C)
NO SOLICITATION OF AMI EMPLOYEES.
DURING THE PERIOD FROM THE DATE HEREOF
TO AND INCLUDING THE [***] ANNIVERSARY OF THE CLOSING DATE (THE "NONSOLICITATION
PERIOD"), ISIS (AND UNTIL THE CLOSING, IBIS) SHALL NOT AND SHALL NOT PERMIT ANY
OF THEIR RESPECTIVE REPRESENTATIVES TO DIRECTLY OR INDIRECTLY, (I) WITHOUT THE
PRIOR WRITTEN CONSENT OF AMI, INDUCE OR ATTEMPT TO INDUCE ANY EMPLOYEE OF AMI OR
ANY MEMBER OF THE ABBOTT TRANSACTION TEAM TO LEAVE THE EMPLOY OF AMI OR THE
APPLICABLE ABBOTT AFFILIATE, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP
BETWEEN AMI OR THE APPLICABLE ABBOTT AFFILIATES AND ANY EMPLOYEE OF AMI OR ANY
MEMBER OF THE ABBOTT TRANSACTION TEAM, OR KNOWN CONSULTANT OR INDEPENDENT
CONTRACTOR THEREOF OR (II) WITHOUT THE PRIOR WRITTEN CONSENT OF AMI, HIRE
DIRECTLY OR THROUGH ANOTHER ENTITY ANY EMPLOYEE OF AMI OR ANY MEMBER OF THE
ABBOTT TRANSACTION TEAM OR ANY PERSON WHO WAS AN EMPLOYEE OF AMI OR A MEMBER OF
THE ABBOTT TRANSACTION TEAM WHO WAS EMPLOYED BY ABBOTT OR ANY OF ITS AFFILIATES
DURING THE [***] MONTHS PRIOR TO THE DATE OF SUCH HIRING, IN EACH CASE TO WORK
FOR ISIS OR IBIS.
(D)
NO SOLICITATION OF IBIS OR ISIS EMPLOYEES.
DURING THE NONSOLICITATION
PERIOD WITH RESPECT TO EMPLOYEES OF ISIS AND UNTIL THE CLOSING