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Exhibit 99.2
NONCOMPETITION AGREEMENT
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"
).
Recitals
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.
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) engage d
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