DAY OTHER THAN A SATURDAY,
SUNDAY OR FEDERAL, OR LOCAL STATUTORY HOLIDAY, ON WHICH BANKS ARE NORMALLY OPEN
FOR BUSINESS IN BARBADOS.
THE REPORT MUST CONTAIN THE FOLLOWING DETAILS: (A) AN
INVOICE INCLUDING THE NUMBER OF HOURS THAT THE CONSULTANT HAS WORKED IN THE
PREVIOUS CALENDAR QUARTER PURSUANT TO CONSULTANT'S OBLIGATIONS HEREUNDER;
(B) DETAILS AND AMOUNTS OF THE CONSULTING EXPENSES, IF ANY (INCLUDING INVOICES
EVIDENCING ANY SUCH CONSULTING EXPENSES SO INCURRED); AND (C) A BRIEF LIST OR
EXPLANATION OF ALL ACCOMPLISHMENTS OF THE CONSULTANT FOR SUCH CALENDAR IN THE
PROVISION OF THE SERVICES HEREUNDER.
2.
TERM
2.01
BIOVAIL AND CONSULTANT AGREE THAT THE TERM OF
THIS AGREEMENT SHALL BE FOR THE PERIOD FROM THE DATE HEREOF UNTIL THE
TERMINATION OF THE EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN MICHEL CHOUINARD AND
BIOVAIL LABORATORIES INTERNATIONAL SR.L, NOT TO EXCEED A 5-YEAR PERIOD ENDING ON
FEBRUARY 27TH, 2011. (THE "TERM").
THE AGREEMENT MAY BE RENEWED OR EXTENDED BY
MUTUAL AGREEMENT.
2.02
CONSULTANT ACKNOWLEDGES AND AGREES THAT THE TERM
OF THIS AGREEMENT IS TEMPORARY AND THAT THIS AGREEMENT IS NOT INTENDED TO CREATE
A CONTRACT OF INDEFINITE DURATION.
3.
TERMINATION
3.01
IN THE EVENT THAT BIOVAIL, IN ITS SOLE
DISCRETION, DETERMINES AT ANY TIME DURING THE CURRENCY OF THIS AGREEMENT THAT
CONSULTANT IS IN BREACH OF THE TERMS AND CONDITIONS HEREOF OR IS OTHERWISE NOT
PERFORMING THE FUNCTIONS REQUESTED OF CONSULTANT COMPETENTLY, THEN BIOVAIL MAY
TERMINATE THIS AGREEMENT BY PROVIDING CONSULTANT WITH NINE (9) MONTHS' PRIOR
WRITTEN NOTICE.
THE CONSULTANT WILL BE ELIGIBLE AT BIOVAIL'S SOLE DISCRETION
FOR THE BONUS FOR THAT PERIOD.
3.02
IN THE EVENT OF ANY TERMINATION OF THIS
AGREEMENT, BIOVAIL SHALL HAVE NO FURTHER FINANCIAL OR OTHER OBLIGATIONS TO
CONSULTANT, OTHER THAN THE PAYMENT OF THE CONSULTANT FEE (AND THE REIMBURSEMENT
OF CONSULTANT EXPENSES, IF ANY) INCURRED TO THE DATE OF TERMINATION OF THE
NOTICE PERIOD.
4.
CONFIDENTIALITY COVENANT
4.01
CONSULTANT ACKNOWLEDGES THAT CONSULTANT MAY
ACQUIRE OR HAVE DISCLOSED TO CONSULTANT BY BIOVAIL OR BY ANY AFFILIATE,
ASSOCIATE, OR TECHNOLOGY OR FINANCIAL PARTNER OF BIOVAIL, EITHER DIRECTLY OR
INDIRECTLY, IN WRITING, CONVERSATION, OR THROUGH OBSERVATION, VARIOUS
INFORMATION ABOUT THE BUSINESS OF BIOVAIL WHICH IS NOT IN THE PUBLIC DOMAIN AND
WHICH BIOVAIL DOES NOT WISH TO BE DIVULGED TO OTHER PERSONS, COMPANIES, OR THIRD
PARTIES.
4.02
AS A CONDITION OF AND IN CONSIDERATION OF
CONSULTANT'S PROVISION OF SERVICES TO BIOVAIL, CONSULTANT UNDERSTANDS AND AGREES
THAT DURING THE TERM AND FOR A PERIOD OF
2
TIME THEREAFTER (AS MORE PARTICULARLY DESCRIBED BELOW), CONSULTANT IS REQUIRED
TO HOLD STRICTLY CONFIDENTIAL ANY KNOWLEDGE, INFORMATION, OR FACTS CONCERNING
BIOVAIL'S:
(A)
RESEARCH AND DEVELOPMENT ACTIVITIES;
(B)
TECHNOLOGICAL PLANS, ADVANCES, APPLICATIONS
AND INVENTIONS;
(C)
TECHNICAL SPECIFICATIONS, DESIGNS AND
PLANS;
(D)
MATERIALS AND SOURCES OF SUPPLY;
(E)
DISCOVERIES, INVENTIONS, TRADE SECRETS,
PATENTS;
(F)
FINANCIAL AFFAIRS, CONTRACTS, LICENSING
AGREEMENTS, CUSTOMER LISTS, PRICING PRACTICES, MARKETING AND SALES STRATEGIES
AND PROGRAMS;
(G)
POTENTIAL MERGER AND ACQUISITION
TRANSACTIONS; AND
(H)
ANY OTHER INFORMATION REGARDING BIOVAIL, ITS
BUSINESS, FINANCES, PRODUCTS AND THEIR DEVELOPMENT WHICH IS NOT IN THE PUBLIC
DOMAIN.
All of the