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.
11.
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.
12.
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 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 12.
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 outlicensing 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 mean North
America, Europe and Japan.
Notwithstanding anything in the above to the