Common use of Competitive Activity Clause in Contracts

Competitive Activity. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees that the Participant will not engage in Competitive Activity. The Participant shall be deemed to have engaged in “Competitive Activity” if during the period commencing on the Date of Grant and ending on the second anniversary of the date the Participant terminates Employment with the Company Group, the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entity, directly or indirectly: (A) solicits, or assists in soliciting, the business of any client or prospective client of any member of the Company Group, or solicits or assists in soliciting or hires any employee of any member of the Company Group, or interferes with, or attempts to interfere with, the relationships between any of the members of the Company Group, on the one hand, and any of its customers, clients, suppliers, partners, members, employees or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member of the Company Group (or that conducts the type of business that any of the members of the Company Group has taken concrete action to conduct in the future), provided, that the Participant may, directly or indirectly, own, solely as an investment, securities of any person or entity engaged in the business of the Company Group which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (x) is not a controlling person of, or a member of a group which controls, such person or entity and (ii) does not, directly or indirectly, own 2% or more of any class of securities of such person or entity; or (C) utters or issues any disparaging or derogatory remarks, or makes any untruthful statements, including pursuant to any press release or public statement, about any member of the Company Group regarding any of the members of the Company Group’s financial status, business, compliance with laws, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwise, or utters or issues any other statements that are reasonably likely to disparage any of the members of the Company Group or are otherwise degrading to any of the members of the Company Group’s reputation in the business industry or legal community in which such member operates, provided that the Participant shall be permitted to make any statement that is required by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall be deemed to be “Competitive Activity” for purposes of this Agreement.

Competitive Activity. The Participant acknowledges Employee covenants and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees that the Participant will not engage in Competitive Activity. The Participant shall be deemed to have engaged in “Competitive Activity” if at all times during the Employee's period commencing on the Date of Grant and ending on the second anniversary of the date the Participant terminates Employment employment with the Company Group, the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entity, directly or indirectly: (A) solicits, or assists in soliciting, the business of any client or prospective client of any member of the Company Group, or solicits or assists in soliciting or hires any employee of any member of the Company Group, or interferes with, or attempts to interfere with, the relationships between any of the members of the Company Group, on the one handCompany, and any while Employee is receiving payments pursuant to Section 6 of its customersthis Agreement, clients, suppliers, partners, members, employees or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member of the Company Group (or that conducts the type of business that any of the members of the Company Group has taken concrete action to conduct in the future), provided, that the Participant may, directly or indirectly, own, solely as an investment, securities of any person or entity engaged in the business of the Company Group which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (x) is not a controlling person of, or a member of a group which controls, such person or entity and (ii) does Employee will not, directly or indirectly, own 2% or more of any class of securities of such person or entity; or (C) utters or issues any disparaging or derogatory remarksengage in, assist, or makes have any untruthful statementsactive interest or involvement, including pursuant to any press release or public statementwhether as an employee, about any member agent, consultant, creditor, advisor, officer, director, stockholder (excluding holding of less than 1% of the Company Group regarding stock of a public company), partner, proprietor or any type of principal whatsoever in any person, firm, or business entity which, directly or indirectly, is engaged in the members same business as that conducted and carried on by the Company, without the Company's specific written consent to do so. Furthermore, for a period of one (1) year after the Company Group’s financial statusdate of termination of Employee's employment, businesswhether such termination is voluntary or involuntary, compliance with lawsby wrongful discharge, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwise, or utters one (1) year following the cessation of payments made pursuant to Section 6 of this Agreement, or issues for a period of one (1) year following the date of termination, whichever date is later, Employee will not directly or indirectly, within 75 miles of the principal place of business of the Company, the principal place of business of any corporation or other entity owned, controlled by (or otherwise affiliated with) the Company by which Employee may also be employed or served by Employee, or any other statements that are reasonably likely to disparage any of geographic location in which Employee has specifically represented the members interests of the Company Group or are otherwise degrading such other affiliated entity, during the twelve (12) months prior to the termination of Employee's employment, engage in, assist, or have any active interest or involvement, whether as an employee, agent, consultant, creditor, advisor, officer, director, stockholder (excluding holding of less than 1% of the members stock of the Company Group’s reputation a public company), partner, proprietor or any type of principal whatsoever in any person, firm, or business entity which, directly or indirectly, is engaged in the same business industry or legal community in which such member operatesas that conducted and carried on by the Company, provided that without the Participant shall be permitted Company's specific written consent to make any statement that is required by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall be deemed to be “Competitive Activity” for purposes of this Agreementdo so.

Competitive Activity. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees that the Participant will not engage in Competitive Activity. (i) The Participant shall be deemed to have engaged in “Competitive Activity” if if, during the period commencing on the Date of Grant and ending on the second anniversary of date that is 12 months after the date Termination Date (the Participant terminates Employment with the Company Group“Restricted Activity Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entityPerson (as defined below), directly or indirectly: , violates any of the following prohibitions: (AI) solicitsDuring the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or assists on behalf of or in solicitingconjunction with any person, firm, part-nership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly, solicit or assist in soliciting in competition with the Company or any of its Subsidiaries, the business of any client or prospective client of any member client: (1) with whom the Participant had personal contact or dealings on behalf of the Company Group, or solicits any of its Subsidiaries during the one year period preceding the Termination Date; (2) with whom employees reporting to the Participant have had personal contact or assists in soliciting or hires any employee of any member dealings on behalf of the Company Groupor any of its Subsidiaries during the one year immediately preceding the Termination Date; or (3) for whom the Participant had direct or indirect responsibility during the one year immediately preceding the Termination Date. (II) During the Restricted Activity Period, the Participant will not directly or indirectly: (1) engage in any business that competes with the business of the Company or any of its Subsidiaries, including, but not limited to, providing formulation/dose form technologies and/or contract services to pharmaceutical, biotechnology, over-the-counter and vitamin/mineral supplements companies related to pre-clinical and clinical development, formulation, analysis, manufacturing and/or packaging and any other technology, product or service of the type developed, manufactured or sold by the Company or any of its Subsidiaries (including, without limitation, any other business which the Company or any of its Subsidiaries have plans to engage in as of the Termination Date) in any geographical area where the Company or any of its Subsidiaries conduct business (a “Competitive Business”); (2) enter the employ of, or interferes render any services to, any Person (or any division or controlled or controlling Affiliate of any Person) who or which engages in a Competitive Business; (3) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (4) interfere with, or attempts attempt to interfere with, business relationships (whether formed before, on or after the relationships Date of Grant) between any of the members of the Company Group, on the one hand, and or any of its Subsidiaries and customers, clients, suppliers, partners, members, employees or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member investors of the Company Group (or that conducts the type of business that any of its Subsidiaries. Notwithstanding anything to the members of the Company Group has taken concrete action to conduct contrary in the future)this Agreement, provided, that the Participant may, directly or indirectly, indirectly own, solely as an investment, securities of any person or entity engaged in the business of the Company Group or any of its Subsidiaries which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (xi) is not a controlling person of, or a member of a group which controls, such person or entity Person and (ii) does not, directly or indirectly, own 25% or more of any class of securities of such person Person. (III) During the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or entity; on behalf of or in conjunction with any Person, directly or indirectly: (C1) utters solicit or issues encourage any disparaging or derogatory remarks, or makes any untruthful statements, including pursuant to any press release or public statement, about any member employee of the Company Group regarding or any of its Subsidiaries to leave the employment of the Company or any of its Subsidiaries; or (2) hire any such employee who was employed by the Company or any of its Subsidiaries as of the Termination Date or who left the employment of the Company or any of its Subsidiaries coincident with, or within six (6) months prior to or after, the Termination Date; provided, however, that this restriction shall cease to apply to any employee who has not been employed by the Company or any of its Subsidiaries for at least six (6) months. (IV) During the Restricted Activity Period, the Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company or any of its Subsidiaries any consultant then under contract with the Company or any of its Subsidiaries. (ii) It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 10(b) to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the members of the Company Group’s financial status, business, compliance with laws, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwise, or utters or issues any other statements that are reasonably likely to disparage any of the members of the Company Group or are otherwise degrading to any of the members of the Company Group’s reputation in the business industry or legal community in which such member operates, provided that the Participant shall be permitted to make any statement that is required by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities which the Participant is prohibited from engaging in restrictions contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall be deemed to be “Competitive Activity” for purposes of this Agreementherein.

Competitive Activity. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees that the Participant will not engage in Competitive Activity. (i) The Participant shall be deemed to have engaged in “Competitive Activity” if if, during the period commencing on the Date of Grant date hereof and ending on the second anniversary later of (x) the date that is 12 months after the date the Participant terminates Participant’s Employment with the Company Groupand its Subsidiaries is terminated or (y) the maximum number of years of base salary the Participant is entitled to receive as severance under any agreement with, or plan or policy of the Company or an Affiliate (the “Restricted Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entity, directly or indirectly: indirectly violates any of the following prohibitions: (A) solicitsDuring the Restricted Period, the Participant will not solicit or assists assist in soliciting, soliciting in a Competitive Business (as defined below) the business of any client or prospective client of any member client: (1) with whom the Participant had personal contact or dealings on behalf of the Company Group, during the one-year period preceding the Participant’s termination of Employment; (2) with whom employees directly reporting to the Participant (or solicits the Participant’s direct reports) have had personal contact or assists in soliciting or hires any employee of any member dealings on behalf of the Company Groupduring the one year immediately preceding the Participant’s termination of Employment; or (3) for whom the Participant had direct or indirect responsibility during the one year immediately preceding the Participant’s termination of Employment. (B) During the Restricted Period, the Participant will not directly or indirectly: (1) engage in any business that is engaged in, or interferes has plans to engage in, at any time during the Restricted Period, any activity that competes in the business of manufacturing and marketing food products that directly compete with the core brands of the Company as of the Termination Date (and for such purpose, a “core brand” shall be any brand generating annual revenues in an amount equal to at least 5% of the Company’s annual revenues, in the fiscal year preceding the fiscal year of such Termination Date) in any geographical area that is within 100 miles from any geographical area where the Company or its Affiliates manufactures and markets its products or services (a “Competitive Business”); (2) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (3) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (4) interfere with, or attempts attempt to interfere with, business relationships (whether formed before, on or after the relationships date of this Agreement) between any of the members of the Company Group, on the one hand, and or any of its Affiliates and customers, clients, suppliers, partners, members, employees members or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member investors of the Company Group or its Affiliates. (or that conducts C) Notwithstanding anything to the type of business that any of the members of the Company Group has taken concrete action to conduct contrary in the future)this Agreement, provided, that the Participant may, directly or indirectly, indirectly own, solely as an investment, securities of any person or entity Person engaged in the business of the Company Group a Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (xi) is not a controlling person of, or a member of a group which controls, such person or entity and (ii) does not, directly or indirectly, own 25% or more of any class of securities of such person Person. (D) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or entity; on behalf of or in conjunction with any Person, directly or indirectly: (C1) utters solicit or issues encourage any disparaging or derogatory remarks, or makes any untruthful statements, including pursuant to any press release or public statement, about any member employee of the Company Group regarding or its Affiliates to leave the employment of the Company or its Affiliates; or (2) hire any such employee who was employed by the Company or its Affiliates as of the date of the Participant’s termination of Employment with the Company or who left the employment of the Company or its Affiliates coincident with, or within 120 days (one year in the case of any such employee who reported directly to the Participant immediately preceding the Participant’s termination of Employment (or the Participant’s direct reports)) prior to or after, the termination of the Participant’s Employment with the Company. (3) During the Restricted Period, the Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates, is such action would result in the Company being disadvantaged. Any solicitation or hiring, that the Participant is not personally involved in, of an employee or former employee of the Company through general advertising shall not, of itself, be a breach of this Section 7(a)(i)(D) (ii) It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 7 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the members other restrictions contained herein (iii) The period of time during which the Company Group’s financial status, business, compliance with laws, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwise, or utters or issues any other statements that are reasonably likely to disparage any provisions of the members of the Company Group or are otherwise degrading to any of the members of the Company Group’s reputation in the business industry or legal community in which such member operates, provided that the Participant this Section 7 shall be permitted to make any statement that is required in effect shall be extended by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member length of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities time during which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall be deemed to be “Competitive Activity” breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for purposes of this Agreementinjunctive relief.

Competitive Activity. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees that the Participant will not engage in Competitive Activity. (i) The Participant shall be deemed to have engaged in “Competitive Activity” if if, during the period commencing on the Date of Grant date hereof and ending on the second anniversary later of (x) the date that is 12 months after the date the Participant terminates Employment Participant’s employment with the Company Groupand its Subsidiaries is terminated or (y) the maximum number of years of base salary the Participant is entitled to receive as severance under any agreement with, or plan or policy of the Company or an Affiliate (the “Restricted Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entity, directly or indirectly: indirectly violates any of the following prohibitions: (A) solicitsDuring the Restricted Period, the Participant will not solicit or assists assist in soliciting, soliciting in a Competitive Business (as defined below) the business of any client or prospective client of any member client: (1) with whom the Participant had personal contact or dealings on behalf of the Company Group, during the one-year period preceding the Participant’s termination of employment; (2) with whom employees directly reporting to the Participant (or solicits the Participant’s direct reports) have had personal contact or assists in soliciting or hires any employee of any member dealings on behalf of the Company Groupduring the one year immediately preceding the Participant’s termination of employment; or (3) for whom the Participant had direct or indirect responsibility during the one year immediately preceding the Participant’s termination of employment. (B) During the Restricted Period, the Participant will not directly or indirectly: (1) engage in any business that is engaged in, or interferes has plans to engage in, at any time during the Restricted Period, any activity that competes in the business of manufacturing and marketing food products that directly compete with the core brands of the Company as of the Termination Date (and for such purpose, a “core brand” shall be any brand generating annual revenues in an amount equal to at least 5% of the Company’s annual revenues, in the fiscal year preceding the fiscal year of such Termination Date) in any geographical area that is within 100 miles from any geographical area where the Company or its Affiliates manufactures and markets its products or services (a “Competitive Business”); (2) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (3) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (4) interfere with, or attempts attempt to interfere with, business relationships (whether formed before, on or after the relationships date of this Agreement) between any of the members of the Company Group, on the one hand, and or any of its Affiliates and customers, clients, suppliers, partners, members, employees members or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member investors of the Company Group or its Affiliates. (or that conducts C) Notwithstanding anything to the type of business that any of the members of the Company Group has taken concrete action to conduct contrary in the future)this Agreement, provided, that the Participant may, directly or indirectly, indirectly own, solely as an investment, securities of any person or entity Person engaged in the business of the Company Group a Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (xi) is not a controlling person of, or a member of a group which controls, such person or entity and (ii) does not, directly or indirectly, own 25% or more of any class of securities of such person Person. (D) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or entity; on behalf of or in conjunction with any Person, directly or indirectly: (C1) utters solicit or issues encourage any disparaging or derogatory remarks, or makes any untruthful statements, including pursuant to any press release or public statement, about any member employee of the Company Group regarding or its Affiliates to leave the employment of the Company or its Affiliates; or (2) hire any such employee who was employed by the Company or its Affiliates as of the date of the Participant’s termination of employment with the Company or who left the employment of the Company or its Affiliates coincident with, or within 120 days (one year in the case of any such employee who reported directly to the Participant immediately preceding the Participant’s termination of employment (or the Participant’s direct reports)) prior to or after, the termination of the Participant’s employment with the Company. (3) During the Restricted Period, the Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates, is such action would result in the Company being disadvantaged. Any solicitation or hiring, that the Participant is not personally involved in, of an employee or former employee of the Company through general advertising shall not, of itself, be a breach of this Section 5(a)(i)(D) (ii) It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 5 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the members other restrictions contained herein (iii) The period of time during which the Company Group’s financial status, business, compliance with laws, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwise, or utters or issues any other statements that are reasonably likely to disparage any provisions of the members of the Company Group or are otherwise degrading to any of the members of the Company Group’s reputation in the business industry or legal community in which such member operates, provided that the Participant this Section 5 shall be permitted to make any statement that is required in effect shall be extended by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member length of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities time during which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall be deemed to be “Competitive Activity” breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for purposes of this Agreementinjunctive relief.

Competitive Activity. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees that the Participant will not engage in Competitive Activity. (i) The Participant shall be deemed to have engaged in “Competitive Activity” if if, during the period commencing on the Date of Grant date hereof and ending on the second anniversary later of (x) the date that is 12 months after the date the Participant terminates Participant’s Employment with the Company Groupand its Subsidiaries is terminated or (y) the maximum number of years of base salary the Participant is entitled to receive as severance under any agreement with, or plan or policy of the Company or an Affiliate (the “Restricted Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entity, directly or indirectly: indirectly violates any of the following prohibitions: (A) solicitsDuring the Restricted Period, the Participant will not solicit or assists assist in soliciting, soliciting in a Competitive Business (as defined below) the business of any client or prospective client of any member client: (1) with whom the Participant had personal contact or dealings on behalf of the Company Group, during the one-year period preceding the Participant’s termination of Employment; (2) with whom employees directly reporting to the Participant (or solicits the Participant’s direct reports) have had personal contact or assists in soliciting or hires any employee of any member dealings on behalf of the Company Groupduring the one year immediately preceding the Participant’s termination of Employment; or (3) for whom the Participant had direct or indirect responsibility during the one year immediately preceding the Participant’s termination of Employment. (B) During the Restricted Period, the Participant will not directly or indirectly: (1) engage in any business that is engaged in, or interferes has plans to engage in, at any time during the Restricted Period, any activity that competes in the business of manufacturing and marketing food products that directly compete with the core brands of the Company as of the Termination Date (and for such purpose, a “core brand” shall be any brand generating annual revenues in an amount equal to at least 5% of the Company’s annual revenues, in the fiscal year preceding the fiscal year of such Termination Date) in any geographical area that is within 100 miles from any geographical area where the Company or its Affiliates manufactures and markets its products or services (a “Competitive Business”); (2) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (3) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (4) interfere with, or attempts attempt to interfere with, business relationships (whether formed before, on or after the relationships date of this Agreement) between any of the members of the Company Group, on the one hand, and or any of its Affiliates and customers, clients, suppliers, partners, members, employees members or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member investors of the Company Group or its Affiliates. (or that conducts C) Notwithstanding anything to the type of business that any of the members of the Company Group has taken concrete action to conduct contrary in the future)this Agreement, provided, that the Participant may, directly or indirectly, indirectly own, solely as an investment, securities of any person or entity Person engaged in the business of the Company Group a Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (xi) is not a controlling person of, or a member of a group which controls, such person or entity and (ii) does not, directly or indirectly, own 25% or more of any class of securities of such person Person. (D) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or entity; on behalf of or in conjunction with any Person, directly or indirectly: (C1) utters solicit or issues encourage any disparaging or derogatory remarks, or makes any untruthful statements, including pursuant to any press release or public statement, about any member employee of the Company Group regarding or its Affiliates to leave the employment of the Company or its Affiliates; or (2) hire any such employee who was employed by the Company or its Affiliates as of the date of the Participant’s termination of Employment with the Company or who left the employment of the Company or its Affiliates coincident with, or within 120 days (one year in the case of any such employee who reported directly to the Participant immediately preceding the Participant’s termination of Employment (or the Participant’s direct reports)) prior to or after, the termination of the Participant’s Employment with the Company. (3) During the Restricted Period, the Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates, is such action would result in the Company being disadvantaged. Any solicitation or hiring, that the Participant is not personally involved in, of an employee or former employee of the Company through general advertising shall not, of itself, be a breach of this Section 6(a)(i)(D) (ii) It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 6 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the members other restrictions contained herein (iii) The period of time during which the Company Group’s financial status, business, compliance with laws, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwise, or utters or issues any other statements that are reasonably likely to disparage any provisions of the members of the Company Group or are otherwise degrading to any of the members of the Company Group’s reputation in the business industry or legal community in which such member operates, provided that the Participant this Section 6 shall be permitted to make any statement that is required in effect shall be extended by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member length of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities time during which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall be deemed to be “Competitive Activity” breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for purposes of this Agreementinjunctive relief.

Competitive Activity. The To the extent a Participant acknowledges (i) lives in a jurisdiction where restrictive covenants are void as against public policy or (ii) has a business title below the level of “director” and recognizes the highly competitive nature receives base compensation of the businesses less than $100,000 (or its local currency equivalent) per year, Section 10(b) of the Company Group this Agreement shall be considered deleted from and accordingly agrees that the Participant will therefore not engage in Competitive Activity. part of this Agreement. (i) The Participant shall be deemed to have engaged in “Competitive Activity” if if, during the period commencing on the Date of Grant and ending on the second anniversary of date that is 12 months after the date Termination Date (the Participant terminates Employment with the Company Group“Restricted Activity Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entityPerson (as defined below), directly or indirectly: , violates any of the following prohibitions: (AI) solicitsDuring the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or assists on behalf of or in solicitingconjunction with any individual, person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly, solicit or assist in soliciting in competition with the Company or any of its Subsidiaries or Affiliates, the business of any client or prospective client of any member client: (1) with whom the Participant had personal contact or dealings on behalf of the Company Group, or solicits any of its Subsidiaries or assists in soliciting Affiliates during the one-year period preceding the Termination Date; (2) with whom employees reporting to the Participant have had personal contact or hires any employee of any member dealings on behalf of the Company Groupor any of its Subsidiaries or Affiliates during the one-year period preceding the Termination Date; or (3) for whom the Participant had direct or indirect responsibility during the one-year period preceding the Termination Date. (II) During the Restricted Activity Period, the Participant will not directly or indirectly: (1) engage in any business that competes with the business of the Company or any of its Subsidiaries or Affiliates, including, but not limited to, providing formulation/dose form technologies and/or contract services to pharmaceutical, biotechnology, over-the-counter and vitamins/minerals/‌supplements companies related to pre-clinical and clinical development, formulation, analysis, manufacturing and/or packaging and any other technology, product, or interferes service of the type developed, manufactured, or sold by the Company or any of its Subsidiaries or Affiliates (including, without limitation, any other business that the Company or any of its Subsidiaries or Affiliates have plans to engage in as of the Termination Date) in any geographical area where the Company or any of its Subsidiaries or Affiliates conducts business (a “Competitive Business”); (2) enter the employ of, or render any services to, any Person (or any division or controlled or controlling Affiliate of any Person) who or which engages in a Competitive Business; (3) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee, or consultant; or (4) interfere with, or attempts attempt to interfere with, any business relationship (whether formed before, on, or after the relationships Date of Grant) between the Company or any of the members its Subsidiaries or Affiliates and any customer, client, supplier, or investor of the Company Group, on the one hand, and or any of its customersSubsidiaries or Affiliates. Notwithstanding anything to the contrary in this Agreement, clients, suppliers, partners, members, employees or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member of the Company Group (or that conducts the type of business that any of the members of the Company Group has taken concrete action to conduct in the future), provided, that the Participant may, directly or indirectly, indirectly own, solely as an investment, securities of any person or entity Person engaged in the business of the Company Group which any Competitive Business that are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (xi) is not a controlling person of, or a member of a group which that controls, such person or entity Person and (ii) does not, directly or indirectly, own 25% or more of any class of securities of such person or entity; or (C) utters or issues any disparaging or derogatory remarks, or makes any untruthful statements, including pursuant to any press release or public statement, about any member of the Company Group regarding any of the members of the Company Group’s financial status, business, compliance with laws, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwise, or utters or issues any other statements that are reasonably likely to disparage any of the members of the Company Group or are otherwise degrading to any of the members of the Company Group’s reputation in the business industry or legal community in which Person. Any such member operates, provided that the Participant qualifying ownership shall be permitted to make any statement that is required by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall not be deemed to be “engaging in Competitive Activity” Activity or a Restrictive Covenant Violation for purposes of this Agreement. (III) During the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (1) solicit or encourage any employee of the Company or any of its Subsidiaries or Affiliates to leave such Employment; or (2) hire any such employee who was employed by the Company or any of its Subsidiaries or Affiliates as of the Termination Date or who left such employment coincident with, or within six (6) months prior to or after, the Termination Date; provided, however, that this restriction shall cease to apply to any employee who has not been employed by the Company or any of its Subsidiaries or Affiliates for at least six (6) months. (IV) During the Restricted Activity Period, the Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company or any of its Subsidiaries or Affiliates any consultant then under contract with the Company or any of its Subsidiaries or Affiliates. (ii) It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 10(b) to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained in this Section 10(b).

Competitive Activity. The Participant acknowledges Employee covenants and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees that the Participant will not engage in Competitive Activity. The Participant shall be deemed to have engaged in “Competitive Activity” if at all times during the Employee's period commencing on the Date of Grant and ending on the second anniversary of the date the Participant terminates Employment employment with the Company Group, the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entity, directly or indirectly: (A) solicits, or assists in soliciting, the business of any client or prospective client of any member of the Company Group, or solicits or assists in soliciting or hires any employee of any member of the Company Group, or interferes with, or attempts to interfere with, the relationships between any of the members of the Company Group, on the one handCompany, and any while Employee is receiving payments pursuant to Section 6 of its customersthis Agreement, clients, suppliers, partners, members, employees or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member of the Company Group (or that conducts the type of business that any of the members of the Company Group has taken concrete action to conduct in the future), provided, that the Participant may, directly or indirectly, own, solely as an investment, securities of any person or entity engaged in the business of the Company Group which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (x) is not a controlling person of, or a member of a group which controls, such person or entity and (ii) does Employee will not, directly or indirectly, own 2engage in, assist, or have any active interest or involvement, whether as an employee, agent, consultant, creditor, advisor, officer, director, stockholder (excluding holding of less than 1% of the stock of a public company), partner, proprietor or more any type of principal whatsoever in any person, firm, or business entity which, directly or indirectly, is engaged in the same business as that conducted and carried on by the Company, without the Company's specific written consent to do so. Furthermore, in consideration of the specialized training and access to confidential information, for a period of one (1) year after the date of termination of Employee's employment, or one (1) year following the cessation of payments made pursuant to Section 6 of this Agreement, whether such termination is voluntary or involuntary, by wrongful discharge, or otherwise, whichever date is later, Employee will not directly or indirectly, engage in a competitive activity in any of the geographic markets in which the Employee has worked for the twelve (12) months preceding his termination, or within 75 miles of the principal place of business of the Company, the principal place of business of any class of securities of such person corporation or entity; other entity owned, controlled by (or (Cotherwise affiliated with) utters the Company by which Employee may also be employed or issues any disparaging or derogatory remarksserved by Employee, or makes any untruthful statements, including pursuant to any press release or public statement, about any member other geographic location in which Employee has specifically represented the interests of the Company Group regarding or such other affiliated entity, during the twelve (12) months prior to the termination of Employee's employment, engage in, assist, or have any active interest or involvement, whether as an employee, agent, consultant, creditor, advisor, officer, director, stockholder (excluding holding of less than 1% of the members stock of the Company Group’s financial statusa public company), businesspartner, compliance with lawsproprietor or any type of principal whatsoever in any person, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwisefirm, or utters business entity which, directly or issues any other statements that are reasonably likely to disparage any of the members of the Company Group or are otherwise degrading to any of the members of the Company Group’s reputation indirectly, is engaged in the same business industry or legal community in which such member operatesas that conducted and carried on by the Company, provided that without the Participant shall be permitted Company's specific written consent to make any statement that is required by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall be deemed to be “Competitive Activity” for purposes of this Agreementdo so.

Competitive Activity. The To the extent a Participant acknowledges (i) lives in a jurisdiction where restrictive covenants are void as against public policy or (ii) has a business title below the level of “director” and recognizes the highly competitive nature receives base compensation of the businesses less than $100,000 (or its local currency equivalent) per year, Section 9(b) of the Company Group this Agreement shall be considered deleted from and accordingly agrees that the Participant will therefore not engage in Competitive Activity. part of this Agreement. (i) The Participant shall be deemed to have engaged in “Competitive Activity” if if, during the period commencing on the Date of Grant and ending on the second anniversary of date that is 12 months after the date Termination Date (the Participant terminates Employment with the Company Group“Restricted Activity Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entityPerson (as defined below), directly or indirectly: , violates any of the following prohibitions: (AI) solicitsDuring the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or assists on behalf of or in solicitingconjunction with any individual person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly, solicit or assist in soliciting in competition with the Company or any of its Subsidiaries or Affiliates, the business of any client or prospective client of any member client: (1) with whom the Participant had personal contact or dealings on behalf of the Company Group, or solicits any of its Subsidiaries or assists in soliciting Affiliates during the one-year period preceding the Termination Date; (2) with whom employees reporting to the Participant have had personal contact or hires any employee of any member dealings on behalf of the Company Groupor any of its Subsidiaries or Affiliates during the one-year period preceding the Termination Date; or (3) for whom the Participant had direct or indirect responsibility during the one-year period preceding the Termination Date. (II) During the Restricted Activity Period, the Participant will not directly or indirectly: (1) engage in any business that competes with the business of the Company or any of its Subsidiaries or Affiliates, including, but not limited to, providing formulation/dose form technologies and/or contract services to pharmaceutical, biotechnology, over-the-counter and vitamins/minerals/‌supplements companies related to pre-clinical and clinical development, formulation, analysis, manufacturing and/or packaging and any other technology, product or service of the type developed, manufactured or sold by the Company or any of its Subsidiaries or Affiliates (including, without limitation, any other business that the Company or any of its Subsidiaries or Affiliates have plans to engage in as of the Termination Date) in any geographical area where the Company or any of its Subsidiaries or Affiliates conducts business (a “Competitive Business”); (2) enter the employ of, or interferes render any services to, any Person (or any division or controlled or controlling Affiliate of any Person) who or which engages in a Competitive Business; (3) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee, or consultant; or (4) interfere with, or attempts attempt to interfere with, any business relationship (whether formed before, on or after the relationships Date of Grant) between the Company or any of the members its Subsidiaries or Affiliates and any customer, client, supplier, or investor of the Company Group, on the one hand, and or any of its customersSubsidiaries or Affiliates. Notwithstanding anything to the contrary in this Agreement, clients, suppliers, partners, members, employees or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member of the Company Group (or that conducts the type of business that any of the members of the Company Group has taken concrete action to conduct in the future), provided, that the Participant may, directly or indirectly, indirectly own, solely as an investment, securities of any person or entity Person engaged in the business of the Company Group which any Competitive Business that are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (xi) is not a controlling person of, or a member of a group which that controls, such person or entity Person and (ii) does not, directly or indirectly, own 25% or more of any class of securities of such person or entity; or (C) utters or issues any disparaging or derogatory remarks, or makes any untruthful statements, including pursuant to any press release or public statement, about any member of the Company Group regarding any of the members of the Company Group’s financial status, business, compliance with laws, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwise, or utters or issues any other statements that are reasonably likely to disparage any of the members of the Company Group or are otherwise degrading to any of the members of the Company Group’s reputation in the business industry or legal community in which Person. Any such member operates, provided that the Participant qualifying ownership shall be permitted to make any statement that is required by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall not be deemed to be “engaging in Competitive Activity” Activity or a Restrictive Covenant Violation for purposes of this Agreement. (III) During the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (1) solicit or encourage any employee of the Company or any of its Subsidiaries or Affiliates to leave such Employment; or (2) hire any such employee who was employed by the Company or any of its Subsidiaries or Affiliates as of the Termination Date or who left such employment coincident with, or within six (6) months prior to or after, the Termination Date; provided, however, that this restriction shall cease to apply to any employee who has not been employed by the Company or any of its Subsidiaries or Affiliates for at least six (6) months. (IV) During the Restricted Activity Period, the Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company or any of its Subsidiaries or Affiliates any consultant then under contract with the Company or any of its Subsidiaries or Affiliates. (ii) It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 9(b) to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained in this Section 9(b).

Competitive Activity. The Participant acknowledges and recognizes (i) If the highly competitive nature Employee's employment hereunder is terminated, the Employee shall not, without the written consent of the businesses Board, during (A) the Continuation Period (in the case of a termination entitling the Company Group and accordingly agrees that Employee to severance under Section 5(d)(i)), (B) the Participant will not engage in Competitive Activity. The Participant shall be deemed to have engaged in “Competitive Activity” if during the fifteen month period commencing on following the Date of Grant and ending on Termination (in the second anniversary case of a termination entitling the date Employee to severance under Section 5(d)(ii)) or (C) the Participant terminates Employment with eighteen month period following the Company GroupDate of Termination (in the case of all other terminations of employment), the Participantdirectly, whether on the Participant’s own behalf individually or on behalf of or in conjunction with any other person or entity, directly or indirectly: (A) solicits, or assists in soliciting, the business of any client or prospective client of any member of the Company Group, or solicits or assists in soliciting or hires any employee of any member of the Company Group, or interferes with, or attempts to interfere with, the relationships between any of the members of the Company Group, on the one hand, and any of its customers, clients, suppliers, partners, members, employees or investors, on the other hand; (B) becomes as an employee, agent, representative, consultant, partner, shareholder shareholder, consultant or holder of in any other capacity, participate in, engage in or have a financial interest with respect to or management position or other interest in any person business operation or entity any enterprise that competes with any member engages in the business(es) of the Company Group (or that conducts the type of business that any of the members affiliated companies or operating companies of the Company, which is in direct competition with the Company or its affiliates, including, without limitation, a purchasing cooperative of the Company Group has taken concrete action to conduct or its affiliated companies that engages in the future), provided, that the Participant may, directly food service distribution business or indirectly, own, solely as fast food vending (whether retail or wholesale) business. The ownership of an investment, securities of any person or entity engaged in the business interest constituting not more than 5% of the Company Group outstanding debt or equity in a corporation the shares of which are publicly traded on a national or regional recognized stock exchange or on trade in the over-the-counter market if market, even though that corporation may be a competitor of the Participant (x) is Company or any of its subsidiaries, shall not be deemed financial participation in a controlling competitor or from being employed by any person of, or a member entity where the services performed by the Employee are not in furtherance of a group which controls, such person or entity and entity's competition with the Company. (ii) does The Employee shall not, without the written consent of the Board, during the employment term and for eighteen months following the Date of Termination, directly or indirectly, either for his own 2% benefit or more for the benefit of any class of securities of such person or entity; or (C) utters or issues any disparaging or derogatory remarksother person, solicit to take away, or makes take away any untruthful statementscustomers doing business with the Company on the Date of Termination or who were being solicited to become customers as of the Date of Termination or recruit, including pursuant to induce, or encourage any press release or public statement, about any member employee of the Company Group regarding or any of the members affiliate of the Company Group’s financial status, business, compliance to terminate such employee's employment with laws, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwise, or utters or issues any other statements that are reasonably likely to disparage any of the members of the Company Group or are otherwise degrading such affiliate, except that nothing herein shall prohibit the Employee from giving a reference or a recommendation to any of the members of the Company Group’s reputation in the business industry or legal community in which third party with respect to any such member operates, provided that the Participant shall be permitted to make any statement that is required by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall be deemed to be “Competitive Activity” for purposes of this Agreementemployee.

Competitive Activity. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees that the Participant will not engage in Competitive Activity. (i) The Participant shall be deemed to have engaged in “Competitive Activity” if if, during the period commencing on the Date of Grant and ending (A) in the event that Participant has incurred a Termination pursuant to Section 4(c) of this Agreement, on the second anniversary date that is the later of (y) 12 months after the date Termination Date and (z) the Participant terminates Employment with vesting date, as provided in the Company GroupGrant Notice or (B) in all other cases, 12 months after the Termination Date (in either case, the “Restricted Activity Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entityPerson, directly or indirectly: , violates any of the following prohibitions: (AI) solicitsDuring the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or assists on behalf of or in solicitingconjunction with any Person, directly or indirectly, solicit or assist in soliciting in competition with the Company or any of its Subsidiaries or Affiliates, the business of any client or prospective client of any member client: (1) with whom the Participant had personal contact or dealings on behalf of the Company Group, or solicits any of its Subsidiaries or assists in soliciting Affiliates during the one-year period preceding the Termination Date; (2) with whom employees reporting to the Participant have had personal contact or hires any employee of any member dealings on behalf of the Company Groupor any of its Subsidiaries or Affiliates during the one-year period preceding the Termination Date; or (3) for whom the Participant had direct or indirect responsibility during the one-year period preceding the Termination Date. (II) During the Restricted Activity Period, the Participant will not directly or indirectly: (1) engage in any business that competes with the business of the Company or any of its Subsidiaries or Affiliates, including, but not limited to, providing formulation/dose form technologies and/or contract services to pharmaceutical, biotechnology, over-the-counter and vitamins/minerals/supplements companies related to pre-clinical and clinical development, formulation, analysis, manufacturing and/or packaging and any other technology, product or service of the type developed, manufactured or sold by the Company or any of its Subsidiaries or Affiliates (including, without limitation, any other business that the Company or any of its Subsidiaries or Affiliates have plans to engage in as of the Termination Date) in any geographical area where the Company or any of its Subsidiaries or Affiliates conducts business (a “Competitive Business”); (2) enter the employ of, or interferes render any services to, any Person (or any division or controlled or controlling Affiliate of any Person) who or which engages in a Competitive Business; (3) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (4) interfere with, or attempts attempt to interfere with, any business relationship (whether formed before, on or after the relationships Date of Grant) between the Company or any of the members its Subsidiaries or Affiliates and any customer, client, supplier, or investor of the Company Group, on the one hand, and or any of its customersSubsidiaries or Affiliates. Notwithstanding anything to the contrary in this Agreement, clients, suppliers, partners, members, employees or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member of the Company Group (or that conducts the type of business that any of the members of the Company Group has taken concrete action to conduct in the future), provided, that the Participant may, directly or indirectly, indirectly own, solely as an investment, securities of any person or entity Person engaged in the business of the Company Group which any Competitive Business that are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (xi) is not a controlling person of, or a member of a group which that controls, such person or entity Person and (ii) does not, directly or indirectly, own 25% or more of any class of securities of such person or entity; or (C) utters or issues any disparaging or derogatory remarks, or makes any untruthful statements, including pursuant to any press release or public statement, about any member of the Company Group regarding any of the members of the Company Group’s financial status, business, compliance with laws, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwise, or utters or issues any other statements that are reasonably likely to disparage any of the members of the Company Group or are otherwise degrading to any of the members of the Company Group’s reputation in the business industry or legal community in which Person. Any such member operates, provided that the Participant qualifying ownership shall be permitted to make any statement that is required by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall not be deemed to be “engaging in Competitive Activity” Activity or a Restrictive Covenant Violation for purposes of this Agreement. (III) During the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

Competitive Activity. The To the extent a Participant acknowledges (i) lives in a jurisdiction where restrictive covenants are void as against public policy or (ii) has a business title below the level of “director” and recognizes the highly competitive nature receives base compensation of the businesses less than $100,000 (or its local currency equivalent) per year, Section 10(b) of the Company Group this Agreement shall be considered deleted from and accordingly agrees that the Participant will therefore not engage in Competitive Activity. part of this Agreement. i. The Participant shall be deemed to have engaged in “Competitive Activity” if if, during the period commencing on the Date of Grant and ending on the second anniversary of date that is 12 months after the date Termination Date (the Participant terminates Employment with the Company Group“Restricted Activity Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entityPerson (as defined below), directly or indirectly: , violates any of the following prohibitions: (AI) solicitsDuring the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or assists on behalf of or in solicitingconjunction with any individual, person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly, solicit or assist in soliciting in competition with the Company or any of its Subsidiaries or Affiliates, the business of any client or prospective client of any member client: 1. with whom the Participant had personal contact or dealings on behalf of the Company Group, or solicits any of its Subsidiaries or assists in soliciting Affiliates during the one-year period preceding the Termination Date; 2. with whom employees reporting to the Participant have had personal contact or hires any employee of any member dealings on behalf of the Company Groupor any of its Subsidiaries or Affiliates during the one-year period preceding the Termination Date; or 3. for whom the Participant had direct or indirect responsibility during the one-year period preceding the Termination Date. (II) During the Restricted Activity Period, the Participant will not directly or indirectly: 1. engage in any business that competes with the business of the Company or any of its Subsidiaries or Affiliates, including, but not limited to, providing formulation/dose form technologies and/or contract services to pharmaceutical, biotechnology, over-the-counter and vitamins/minerals/‌supplements companies related to pre-clinical and clinical development, formulation, analysis, manufacturing and/or packaging and any other technology, product or service of the type developed, manufactured or sold by the Company or any of its Subsidiaries or Affiliates (including, without limitation, any other business that the Company or any of its Subsidiaries or Affiliates have plans to engage in as of the Termination Date) in any geographical area where the Company or any of its Subsidiaries or Affiliates conducts business (a “Competitive Business”); 2. enter the employ of, or interferes render any service to, any Person (or any division or controlled or controlling Affiliate of any Person) who or which engages in a Competitive Business; 3. acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or 4. interfere with, or attempts attempt to interfere with, any business relationship (whether formed before, on or after the relationships Date of Grant) between the Company or any of the members its Subsidiaries or Affiliates and any customer, client, supplier, or investor of the Company Group, on the one hand, and or any of its customersSubsidiaries or Affiliates. Notwithstanding anything to the contrary in this Agreement, clients, suppliers, partners, members, employees or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member of the Company Group (or that conducts the type of business that any of the members of the Company Group has taken concrete action to conduct in the future), provided, that the Participant may, directly or indirectly, indirectly own, solely as an investment, securities of any person or entity Person engaged in the business of the Company Group which any Competitive Business that are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (xi) is not a controlling person of, or a member of a group which that controls, such person or entity Person and (ii) does not, directly or indirectly, own 25% or more of any class of securities of such person or entity; or (C) utters or issues any disparaging or derogatory remarks, or makes any untruthful statements, including pursuant to any press release or public statement, about any member of the Company Group regarding any of the members of the Company Group’s financial status, business, compliance with laws, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwise, or utters or issues any other statements that are reasonably likely to disparage any of the members of the Company Group or are otherwise degrading to any of the members of the Company Group’s reputation in the business industry or legal community in which Person. Any such member operates, provided that the Participant qualifying ownership shall be permitted to make any statement that is required by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall not be deemed to be “engaging in Competitive Activity” Activity or a Restrictive Covenant Violation for purposes of this Agreement. (III) During the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: 1. solicit or encourage any employee of the Company or any of its Subsidiaries or Affiliates to leave such Employment; or 2. hire any such employee who was employed by the Company or any of its Subsidiaries or Affiliates as of the Termination Date or who left such employment coincident with, or within six (6) months prior to or after, the Termination Date; provided, however, that this restriction shall cease to apply to any employee who has not been employed by the Company or any of its Subsidiaries or Affiliates for at least six (6) months. (IV) During the Restricted Activity Period, the Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company or any of its Subsidiaries or Affiliates any consultant then under contract with the Company or any of its Subsidiaries or Affiliates. ii. It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 10(b) to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained in this Section 10(b).

Competitive Activity. The To the extent a Participant acknowledges (i) lives in a jurisdiction where restrictive covenants are void as against public policy or (ii) has a business title below the level of “director” and recognizes the highly competitive nature receives base compensation of the businesses less than $100,000 (or its local currency equivalent) per year, Section 10(b) of the Company Group this Agreement shall be considered deleted from and accordingly agrees that the Participant will therefore not engage in Competitive Activity. part of this Agreement. i. The Participant shall be deemed to have engaged in “Competitive Activity” if if, during the period commencing on the Date of Grant and ending on the second anniversary of date that is 12 months after the date Termination Date (the Participant terminates Employment with the Company Group“Restricted Activity Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entityPerson (as defined below), directly or indirectly: , violates any of the following prohibitions: (AI) solicitsDuring the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or assists on behalf of or in solicitingconjunction with any individual, person, firm, part­nership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly, solicit or assist in soliciting in competition with the Company or any of its Subsidiaries or Affiliates, the business of any client or prospective client of any member client: 1. with whom the Participant had personal contact or dealings on behalf of the Company Group, or solicits any of its Subsidiaries or assists in soliciting Affiliates during the one-year period preceding the Termination Date; 2. with whom employees reporting to the Participant have had personal contact or hires any employee of any member dealings on behalf of the Company Groupor any of its Subsidiaries or Affiliates during the one-year period preceding the Termination Date; or 3. for whom the Participant had direct or indirect responsibility during the one-year period preceding the Termination Date. (II) During the Restricted Activity Period, the Participant will not directly or indirectly: 1. engage in any business that competes with the business of the Company or any of its Subsidiaries or Affiliates, including, but not limited to, providing formulation/dose form technologies and/or contract services to pharmaceutical, biotechnology, over-the-counter and vitamins/minerals/‌supplements companies related to pre-clinical and clinical development, formulation, analysis, manufacturing and/or packaging and any other technology, product, or interferes service of the type developed, manufactured, or sold by the Company or any of its Subsidiaries or Affiliates (including, without limitation, any other business that the Company or any of its Subsidiaries or Affiliates have plans to engage in as of the Termination Date) in any geographical area where the Company or any of its Subsidiaries or Affiliates conducts business (a “Competitive Business”); 2. enter the employ of, or render any services to, any Person (or any division or controlled or controlling Affiliate of any Person) who or which engages in a Competitive Business; 3. acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee, or consultant; or 4. interfere with, or attempts attempt to interfere with, any business relationship (whether formed before, on, or after the relationships Date of Grant) between the Company or any of the members its Subsidiaries or Affiliates and any customer, client, supplier, or investor of the Company Group, on the one hand, and or any of its customersSubsidiaries or Affiliates. Notwithstanding anything to the contrary in this Agreement, clients, suppliers, partners, members, employees or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member of the Company Group (or that conducts the type of business that any of the members of the Company Group has taken concrete action to conduct in the future), provided, that the Participant may, directly or indirectly, indirectly own, solely as an investment, securities of any person or entity Person engaged in the business of the Company Group which any Competitive Business that are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (xi) is not a controlling person of, or a member of a group which that controls, such person or entity Person and (ii) does not, directly or indirectly, own 25% or more of any class of securities of such person or entity; or (C) utters or issues any disparaging or derogatory remarks, or makes any untruthful statements, including pursuant to any press release or public statement, about any member of the Company Group regarding any of the members of the Company Group’s financial status, business, compliance with laws, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwise, or utters or issues any other statements that are reasonably likely to disparage any of the members of the Company Group or are otherwise degrading to any of the members of the Company Group’s reputation in the business industry or legal community in which Person. Any such member operates, provided that the Participant qualifying ownership shall be permitted to make any statement that is required by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall not be deemed to be “engaging in Competitive Activity” Activity or a Restrictive Covenant Violation for purposes of this Agreement. (III) During the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: 1. solicit or encourage any employee of the Company or any of its Subsidiaries or Affiliates to leave such Employment; or 2. hire any such employee who was employed by the Company or any of its Subsidiaries or Affiliates as of the Termination Date or who left such employment coincident with, or within six (6) months prior to or after, the Termination Date; provided, however, that this restriction shall cease to apply to any employee who has not been employed by the Company or any of its Subsidiaries or Affiliates for at least six (6) months. (IV) During the Restricted Activity Period, the Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company or any of its Subsidiaries or Affiliates any consultant then under contract with the Company or any of its Subsidiaries or Affiliates. ii. It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 10(b) to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained in this Section 10(b).

Competitive Activity. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees that the Participant will not engage in Competitive Activity. (1) The Participant shall be deemed to have engaged in “Competitive Activity” if if, during the period commencing on the Date of Grant and ending (A) in the event that Participant has incurred a Termination pursuant to Section 6(c) of this Agreement, on the second anniversary date that is the later of (y) 12 months after the date Termination Date and (z) the Participant terminates Employment with Vesting Date or (B) in all other cases, 12 months after the Company GroupTermination Date (in either case, the “Restricted Activity Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entityPerson, directly or indirectly: , violates any of the following prohibitions: (AI) solicitsDuring the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or assists on behalf of or in solicitingconjunction with any Person, directly or indirectly, solicit or assist in soliciting in competition with the Company or any of its Subsidiaries or Affiliates, the business of any client or prospective client of any member client: (a) with whom the Participant had personal contact or dealings on behalf of the Company Group, or solicits any of its Subsidiaries or assists in soliciting Affiliates during the one-year period preceding the Termination Date; (b) with whom employees reporting to the Participant have had personal contact or hires any employee of any member dealings on behalf of the Company Groupor any of its Subsidiaries or Affiliates during the one-year period preceding the Termination Date; or (c) for whom the Participant had direct or indirect responsibility during the one-year period preceding the Termination Date. (II) During the Restricted Activity Period, the Participant will not directly or indirectly: (1) engage in any business that competes with the business of the Company or any of its Subsidiaries or Affiliates, including, but not limited to, providing formulation/dose form technologies and/or contract services to pharmaceutical, biotechnology, over-the-counter and vitamins/minerals/supplements companies related to pre-clinical and clinical development, formulation, analysis, manufacturing and/or packaging and any other technology, product or service of the type developed, manufactured or sold by the Company or any of its Subsidiaries or Affiliates (including, without limitation, any other business that the Company or any of its Subsidiaries or Affiliates have plans to engage in as of the Termination Date) in any geographical area where the Company or any of its Subsidiaries or Affiliates conducts business (a “Competitive Business”); (2) enter the employ of, or interferes render any service to, any Person (or any division or controlled or controlling Affiliate of any Person) who or which engages in a Competitive Business; (3) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (4) interfere with, or attempts attempt to interfere with, any business relationship (whether formed before, on or after the relationships Date of Grant) between the Company or any of the members its Subsidiaries or Affiliates and any customer, client, supplier or investor of the Company Group, on the one hand, and or any of its customersSubsidiaries or Affiliates. Notwithstanding anything to the contrary in this Agreement, clients, suppliers, partners, members, employees or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member of the Company Group (or that conducts the type of business that any of the members of the Company Group has taken concrete action to conduct in the future), provided, that the Participant may, directly or indirectly, indirectly own, solely as an investment, securities of any person or entity Person engaged in the business of the Company Group which any Competitive Business that are publicly traded on a national or regional stock exchange or on the over-the-the- counter market if the Participant (xi) is not a controlling person of, or a member of a group which that controls, such person or entity Person and (ii) does not, directly or indirectly, own 25% or more of any class of securities of such person or entity; or (C) utters or issues any disparaging or derogatory remarks, or makes any untruthful statements, including pursuant to any press release or public statement, about any member of the Company Group regarding any of the members of the Company Group’s financial status, business, compliance with laws, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwise, or utters or issues any other statements that are reasonably likely to disparage any of the members of the Company Group or are otherwise degrading to any of the members of the Company Group’s reputation in the business industry or legal community in which Person. Any such member operates, provided that the Participant qualifying ownership shall be permitted to make any statement that is required by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall not be deemed to be “engaging in Competitive Activity” Activity or a Restrictive Covenant Violation for purposes of this Agreement. (III) During the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (1) solicit or encourage any employee of the Company or any of its Subsidiaries or Affiliates to leave such Employment; or (2) hire any such employee who was employed by the Company or any of its Subsidiaries or Affiliates as of the Termination Date or who left such employment coincident with, or within six (6) months prior to or after, the Termination Date; provided, however, that this restriction shall cease to apply to any employee who has not been employed by the Company or any of its Subsidiaries or Affiliates for at least six (6) months. (IV) During the Restricted Activity Period, the Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company or any of its Subsidiaries or Affiliates any consultant then under contract with the Company or any of its Subsidiaries or Affiliates. (i) It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 10(b) to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained in this Section 10(b). (ii) To the extent a Participant (i) lives in a jurisdiction where restrictive covenants are void as against public policy or (ii) has a business title below the level of “director” and receives base compensation of less than $100,000 (or its local currency equivalent) per year, this Section 10(b) shall be considered deleted from and therefore not part of this Agreement.

Competitive Activity. The Participant Consultant acknowledges and recognizes the highly competitive nature of the businesses of that the Company Group and accordingly agrees that does business throughout the Participant will not engage in Competitive Activity. The Participant shall be deemed to have engaged in “Competitive Activity” if during the period commencing on the Date of Grant and ending on the second anniversary of the date the Participant terminates Employment with the Company Group, the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entity, directly or indirectly: (A) solicits, or assists in soliciting, the business of any client or prospective client of any member of the Company Group, or solicits or assists in soliciting or hires any employee of any member of the Company Group, or interferes with, or attempts to interfere with, the relationships between any of the members of the Company Group, on the one hand, and any of its customers, clients, suppliers, partners, members, employees or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member of the Company Group (or that conducts the type of business that any of the members of the Company Group has taken concrete action to conduct in the future), providedworld, that the Participant mayCompany's products are manufactured, distributed, sold and used throughout the world and that the knowledge and relationships of Consultant with, among others, customers of and suppliers to the Company, are an important asset of the Company. Accordingly, Consultant agrees that during the Consultant Period under this Agreement, any period during which he is entitled to receive payments and benefits pursuant to Section 3 (provided that the Company has not breached its obligations to make any such payments which breach remains unremedied after reasonable notice), and for one (1) year after the end of such period without the prior consent of the Board, directly or indirectly, (i) except in the course of his consulting hereunder, engage or invest in, own, solely as an investmentmanage, securities operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connect with, lend Consultant's name or any similar name to, lend Consultant's credit to or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities of the Company anywhere in the world; (ii) whether for Consultant's own account or for the account of any person or entity engaged in the other person, solicit business of the Company Group which are publicly traded same or similar type being carried on by the Company, from any person known by Consultant to be a national customer of the Company, whether or regional stock exchange not Consultant had personal contact with such person during and by reason of Consultant's activities with the Company; (iii) whether for Consultant's own account or on the over-the-counter market if the Participant account of any other person (xA) is not a controlling person ofsolicit, employ, or a member otherwise engage as an employee, independent contractor, or otherwise any person who is or was an employee of a group which controls, such person the Company at any time during the term of this Agreement or entity and (ii) does not, directly in any manner induce or indirectly, own 2% or more attempt to induce any employee of any class the Company of securities of such person or entitythe Company to terminate his employment with the Company; or (CB) utters or issues interfere with the Company's relationship with any disparaging or derogatory remarksperson, including any person who at any time during the term of this Agreement was an employee, contractor, suppler, or makes any untruthful statements, including pursuant to any press release or public statement, about any member customer of the Company; or (iv) disparage the Company Group regarding or any of the members of the Company Group’s financial status, business, compliance with laws, ethics, members, managing members, partners, personnelits shareholders, directors, officers, employees, consultants, or agents, services, business methods . Nothing in this Section 7(b) shall prohibit Consultant from acquiring or otherwise, or utters or issues holding not more than three percent (3%) of any other statements that are reasonably likely to disparage class of publicly traded securities of any of the members of the Company Group or are otherwise degrading to any of the members of the Company Group’s reputation in the business industry or legal community in which such member operates, provided that the Participant shall be permitted to make any statement that is required by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall be deemed to be “Competitive Activity” for purposes of this Agreementbusiness.

Competitive Activity. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees that the Participant will not engage in Competitive Activity. (i) The Participant shall be deemed to have engaged in “Competitive Activity” if if, during the period commencing on the Date of Grant and ending on the second anniversary date that is the later of (x) 12 months after the date Termination Date and (y) the Participant terminates Employment with Vesting Date (in either case, the Company Group“Restricted Activity Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entityPerson, directly or indirectly: , violates any of the following prohibitions: (AI) solicitsDuring the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or assists on behalf of or in solicitingconjunction with any Person, directly or indirectly, solicit or assist in soliciting in competition with the Company or any of its Subsidiaries or Affiliates, the business of any client or prospective client of any member client: (1) with whom the Participant had personal contact or dealings on behalf of the Company Group, or solicits any of its Subsidiaries or assists in soliciting Affiliates during the one-year period preceding the later of the Termination Date and the end of the provision of services pursuant to any Consulting Agreement; (2) with whom employees reporting to the Participant have had personal contact or hires any employee of any member dealings on behalf of the Company Groupor any of its Subsidiaries or Affiliates during the one-year period preceding the later of the Termination Date and the end of the provision of services pursuant to any Consulting Agreement; or (3) for whom the Participant had direct or indirect responsibility during the one-year period preceding the later of the Termination Date and the end of the provision of services pursuant to any Consulting Agreement. (II) During the Restricted Activity Period, the Participant will not directly or indirectly: (1) engage in any business that competes with the business of the Company or any of its Subsidiaries or Affiliates, including, but not limited to, providing formulation/dose form technologies and/or contract services to pharmaceutical, biotechnology, over-the-counter and vitamins/minerals/supplements companies related to pre-clinical and clinical development, formulation, analysis, manufacturing and/or packaging, and any other technology, product, or interferes service of the type developed, manufactured, or sold by the Company or any of its Subsidiaries or Affiliates (including, without limitation, any other business that the Company or any of its Subsidiaries or Affiliates have plans to engage in as of the Termination Date) in any geographical area where the Company or any of its Subsidiaries or Affiliates conducts business (a “Competitive Business”); (2) enter the employ of, or render any services to, any Person (or any division or controlled or controlling Affiliate of any Person) who or which engages in a Competitive Business; (3) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee, or consultant; or (4) interfere with, or attempts attempt to interfere with, any business relationship (whether formed before, on, or after the relationships Date of Grant) between the Company or any of the members its Subsidiaries or Affiliates and any customer, client, supplier, or investor of the Company Group, on the one hand, and or any of its customersSubsidiaries or Affiliates. Notwithstanding anything to the contrary in this Agreement, clients, suppliers, partners, members, employees or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member of the Company Group (or that conducts the type of business that any of the members of the Company Group has taken concrete action to conduct in the future), provided, that the Participant may, directly or indirectly, indirectly own, solely as an investment, securities of any person or entity Person engaged in the business of the Company Group which any Competitive Business that are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (xi) is not a controlling person of, or a member of a group which that controls, such person or entity Person and (ii) does not, directly or indirectly, own 25% or more of any class of securities of such person or entity; or (C) utters or issues any disparaging or derogatory remarks, or makes any untruthful statements, including pursuant to any press release or public statement, about any member of the Company Group regarding any of the members of the Company Group’s financial status, business, compliance with laws, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwise, or utters or issues any other statements that are reasonably likely to disparage any of the members of the Company Group or are otherwise degrading to any of the members of the Company Group’s reputation in the business industry or legal community in which Person. Any such member operates, provided that the Participant qualifying ownership shall be permitted to make any statement that is required by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member of the Company Group, the most restrictive of such non-competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall not be deemed to be “engaging in Competitive Activity” Activity or a Restrictive Covenant Violation for purposes of this Agreement. (III) During the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (1) solicit or encourage any employee of the Company or any of its Subsidiaries or Affiliates to leave such Employment; or (2) hire any such employee who was employed by the Company or any of its Subsidiaries or Affiliates as of the Termination Date or who left such employment coincident with, or within six (6) months prior to or after, the Termination Date; provided, however, that this restriction shall cease to apply to any employee who has not been employed by the Company or any of its Subsidiaries or Affiliates for at least six (6) months. (IV) During the Restricted Activity Period, the Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company or any of its Subsidiaries or Affiliates any consultant then under contract with the Company or any of its Subsidiaries or Affiliates. (i) It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 10(b) to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained in this Section 10(b). (ii) To the extent a Participant (i) lives in a jurisdiction where restrictive covenants are void as against public policy or (ii) has a business title below the level of “director” and receives base compensation of less than $100,000 (or its local currency equivalent) per year, this Section 10(b) of this Agreement shall be considered deleted from and therefore not part of this Agreement.

Competitive Activity. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees that the Participant will not engage in Competitive Activity. The Participant shall be deemed to have engaged in “Competitive Activity” if during the period commencing on the Date of Grant and ending on the second anniversary of the date the Participant terminates Employment with the Company Group, the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entity, directly or indirectly: (A) solicits, or assists in soliciting, the business of any client or prospective client of any member of the Company Group, or solicits or assists in soliciting or hires any employee of any member of the Company Group, or interferes with, or attempts to interfere with, the relationships between any of the members of the Company Group, on the one hand, and any of its customers, clients, suppliers, partners, members, employees or investors, on the other hand; (B) becomes an employee, agent, representative, consultant, partner, shareholder or holder of any other financial interest with respect to any person or entity that competes with any member of the Company Group (or that conducts the type of business that any of the members of the Company Group has taken concrete action to conduct in the future), provided, that the Participant may, directly or indirectly, own, solely as an investment, securities of any person or entity engaged in the business of the Company Group which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (x) is not a controlling person of, or a member of a group which controls, such person or entity and (ii) does not, directly or indirectly, own 2% or more of any class of securities of such person or entity; or (C) utters or issues any disparaging or derogatory remarks, or makes any untruthful statements, including pursuant to any press release or public statement, about any member of the Company Group regarding any of the members of the Company Group’s financial status, business, compliance with laws, ethics, members, managing members, partners, personnel, directors, officers, employees, consultants, agents, services, business methods or otherwise, or utters or issues any other statements that are reasonably likely to disparage any of the members of the Company Group or are otherwise degrading to any of the members of the Company Group’s reputation in the business industry or legal community in which such member operates, provided that the Participant shall be permitted to make any statement that is required by applicable law or necessary to respond in a legal or regulatory proceeding. Notwithstanding the foregoing, if the Participant is subject to a more restrictive non-competition, non-solicitation or non-disparagement covenant in any employment or other agreement with any member of the Company Group, the most restrictive of such non-non- competition, non-solicitation and non-disparagement covenants shall apply; it being understood that the activities which the Participant is prohibited from engaging in contained herein or in such other non-competition, non-solicitation or non-disparagement covenants all shall be deemed to be “Competitive Activity” for purposes of this Agreement.