EXHIBIT 10.12
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NONCOMPETITION AGREEMENT
To: MacroChem Corporation
Date: June 5, 2001
110 Hartwell
Avenue
Lexington,
Massachusetts 02421-3134
The undersigned,
in consideration of and as a condition of my employment or
continued employment by you and/or by
companies that you own, control, or are
affiliated with or their successors in
business (collectively, the "Company"),
and for other good and valuable
consideration, hereby agrees as follows:
1. CONFLICTING EMPLOYMENT. I agree
that during my employment with the
Company I will not engage in any other
employment, occupation, consulting or
other activity relating to the business in
which the Company is now or may
hereafter become engaged, or which would
otherwise conflict with my obligations
to the Company.
2. OTHER ACTIVITIES DURING
EMPLOYMENT.
2.1 Except for any outside employments and directorships currently
held
by me as listed on Schedule A hereto, and
except with the prior written consent
of a majority of the Company's Board of
Directors, which consent will not be
unreasonably withheld, I will not, during
my employment by the Company,
undertake or engage in any other
employment, occupation or business enterprise,
other than one in which I am an inactive
investor, that would interfere with my
obligations to the Company.
2.2 I hereby agree, that except as disclosed on Schedule A
hereto,
during my employment by the Company, I will
not, directly or indirectly, engage
(a) individually, (b) as an officer, (c) as
a director, (d) as an employee, (e)
as a consultant, (f) as an advisor, (g) as
an agent (whether a salesperson or
otherwise), (h) as a broker, or (i) as a
partner, coventurer, stockholder or
other proprietor owning directly or
indirectly more than five percent (5%)
interest in any firm, corporation,
partnership, trust, association, or other
organization which is engaged in the
development and licensing of transdermal
delivery products or any other line of
business in competition with, or engaged
in or under demonstrable development by the
Company (such firm, corporation,
partnership, trust, association, or other
organization being hereinafter
referred to as a "Prohibited Enterprise"),
without the consent of the Company,
which consent will not be unreasonably
withheld. Except as may be shown on
Schedule A hereto, I hereby represent that
I am not engaged in any of the
foregoing capacities (a) through (i) in any
Prohibited Enterprise.
3. POST-EMPLOYMENT ACTIVITIES.
3.1 For a period of one (1) year after the voluntary termination of
my
employment with the Company, absent the
Company's prior written approval I will
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not directly or indirectly engage in
activities similar or reasonably related to
those in which I shall have engaged for the
Company during the two years
immediately preceding termination, nor
render services similar or reasonably
related to those which I shall have
rendered during such time to, any person or
entity whether existing or hereafter
established that directly competes with (or
proposes or plans to directly
