THIS
NONCOMPETITION AGREEMENT (this “Noncompetition
Agreement” ) is being entered into as of
December 21, 2006 (the “Effective
Date” ) by and between IntraBiotics Pharmaceuticals,
Inc., a Delaware corporation (the
“Purchaser” ), and Valeant Research &
Development, a Delaware corporation (the
“Seller” ).
Contemporaneously
with the execution and delivery of this Noncompetition Agreement,
the Purchaser and the Seller are entering into that certain Asset
Purchase Agreement of even date herewith (the “Asset
Purchase Agreement” ).
This
Noncompetition Agreement is being executed and delivered by the
Purchaser as an inducement, and partial consideration, for the
Seller’s execution and delivery of the Asset Purchase
Agreement in accordance with Section 1.5(b)(iii) of the Asset
Purchase Agreement.
The
Purchaser and the Seller agree as follows:
1. Definitions. For purposes of
this Noncompetition Agreement:
(a)
“Competing
Entity” shall mean a corporation or other entity that
is engaged in Competitive Activities.
(b)
“Competitive
Activities” shall mean competing with Seller in the
field of neuropharmacology, including, without limitation, the
operation of any business engaged in discovery, research or
development activities with respect to pharmaceutical products
targeting neurological diseases. The Seller acknowledges and agrees
that the merger, consolidation or acquisition of the Purchaser with
or by a Competing Entity shall not be deemed to constitute a
“Competitive Activity.”
(c)
“Expiration
Date” shall mean the termination date of that certain
Master Services Agreement between the Purchaser and the Seller of
even date herewith.
2. Restriction on Competitive
Activities. The Purchaser agrees that, from the
Effective Date until the Expiration Date, the Purchaser will not,
directly or indirectly, alone or together or through any affiliated
entity, (a)
