AND EXPECTED TO BE MARKETED WITHIN
FOUR YEARS OF EXECUTIVE'S TERMINATION.
THIS COVENANT SHALL APPLY ONLY WITHIN
THE "TERRITORY" WHICH IS DEFINED AS THE FIFTY STATES OF THE UNITED STATES.
EXECUTIVE RECOGNIZES AND AGREES THAT IN HIS CAPACITY AS PRESIDENT AND CEO OF THE
COMPANY, HIS DUTIES EXTENDED THROUGHOUT THE ENTIRE SERVICE AREA OF THE COMPANY
WHICH INCLUDES, AT A MINIMUM, THE FIFTY STATES OF THE UNITED STATES AND THAT,
BECAUSE OF THE EXECUTIVE NATURE OF EXECUTIVE'S POSITION WITH THE COMPANY, IN
ORDER TO AFFORD THE COMPANY PROTECTION FROM UNFAIR COMPETITION BY THE EXECUTIVE
FOLLOWING HIS TERMINATION OF EMPLOYMENT, THIS COVENANT MUST EXTEND THROUGHOUT
THE STATED TERRITORY.
EXECUTIVE FURTHER ACKNOWLEDGES THAT THIS COVENANT DOES
NOT PROHIBIT HIM FROM ENGAGING IN HIS ENTIRE TRADE OR BUSINESS BUT ONLY A VERY
LIMITED SEGMENT OF THE PHARMACEUTICALS INDUSTRY; OR
(II)
SOLICIT ANY CURRENT EMPLOYEE, SUPPLIER,
CUSTOMER, OR CLIENT OF THE COMPANY WITH WHOM EXECUTIVE DEALT, OR WITH WHOM
ANYONE IN EXECUTIVE'S DIRECT CHAIN OF COMMAND DEALT, ON BEHALF OF THE COMPANY
WITHIN THE YEAR PRECEDING EXECUTIVE'S TERMINATION OF EMPLOYMENT, FOR THE PURPOSE
OF RESEARCHING, DEVELOPING OR PURCHASING, SELLING OR MARKETING DRUG OR NON-DRUG
PRODUCTS, WHICH ARE OR WOULD BE COMPETITIVE IN THE FIELDS OF CANCER OR LIPOSOME
TECHNOLOGY WITH:
(1) THOSE PRODUCTS BEING MARKETED BY THE COMPANY AT THE TIME
OF EXECUTIVE'S TERMINATION; OR (2) THOSE PRODUCTS THAT EXECUTIVE WAS AWARE WERE
UNDER DEVELOPMENT BY THE COMPANY AND EXPECTED TO BE MARKETED WITHIN FOUR YEARS
OF EXECUTIVE'S TERMINATION;
Executive acknowledges and agrees that breach by Executive of the provisions of
this Section 4(a) shall entitle the Company, at its option, to terminate this
Agreement, including, but not limited to, termination of the remaining payments,
if any, to be made to Executive under Section 2 hereof.
(B)
EXECUTIVE ACKNOWLEDGES THAT ALL IDEAS,
INVENTIONS, TRADEMARKS, AND OTHER DEVELOPMENTS OR IMPROVEMENTS CONCEIVED OR
DEVELOPED BY THE EXECUTIVE, ALONE OR WITH OTHERS, DURING THE TERM OF HIS
EMPLOYMENT WITH THE COMPANY OR DURING THE RESTRICTED PERIOD, WHETHER OR NOT
DURING WORKING HOURS, THAT ARE WITHIN THE SCOPE OF THE COMPANY'S BUSINESS
OPERATIONS, OR THAT RELATE TO ANY COMPANY WORK OR PROJECTS, ARE CONCLUSIVELY
PRESUMED TO HAVE BEEN CREATED FOR OR ON BEHALF OF THE COMPANY AS PART OF THE
EXECUTIVE'S SERVICES TO THE COMPANY ("DEVELOPMENTS").
SUCH DEVELOPMENTS ARE THE
EXCLUSIVE PROPERTY OF THE COMPANY WITHOUT THE PAYMENT OF CONSIDERATION
THEREFORE, AND THE EXECUTIVE HEREBY TRANSFERS, ASSIGNS AND CONVEYS ALL OF THE
EXECUTIVE'S RIGHT, TITLE AND INTEREST IN ANY SUCH DEVELOPMENTS TO THE COMPANY
AND AGREES TO EXECUTE AND DELIVER ANY DOCUMENTS THAT THE COMPANY DEEMS NECESSARY
TO EFFECT SUCH TRANSFER ON THE DEMAND OF THE COMPANY.
THE EXECUTIVE AGREES TO
ASSIST THE COMPANY, AT ITS EXPENSE, TO OBTAIN PATENTS ON ANY SUCH PATENTABLE
DEVELOPMENTS, AND AGREES TO EXECUTE ALL DOCUMENTS NECESSARY TO OBTAIN SUCH
PATENTS IN THE NAME OF THE COMPANY.
THIS AGREEMENT DOES NOT APPLY TO ANY
INVENTION FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY OR TRADE SECRET INFORMATION
OF THE COMPANY WAS USED AND WHICH WAS