Common use of PERIMETER Clause in Contracts

PERIMETER. The Perimeter of the business operations of Newcorp are set forth below: (i) The Perimeter of the operations of the Earnout is defined in terms of geography, teams, domain of activity and projects cumulatively and it applies to a period ending March 31st, 2013 or March 31st, 2014 (at the choice of the Company) (defined as the “Perimeter”); (ii) Newcorp’s geographical perimeter is the USA and Germany (the “Geographical Perimeter”), for the location or content of the project; (iii) Newcorp’s teams are the : (a) all employees of the Company prior to Closing even if reassigned by Purchaser to another division of Purchaser subsequent to Closing and (b) all employees of Newcorp in Consultancy & Analysis practice whether hired at Closing or subsequent to Closing (defined as, the “Newcorp Teams”); (iv) Newcorp’s activity perimeter is “Consultancy & Analysis” which specifically excludes Observational Studies or “Pharmacoepidemiology, (except for databases analysis and charts review for HEOR purposes and clients) as defined in the Asset Purchase Agreement (the “Activity Perimeter”). For clarification, Observational Studies or “Pharmacoepidemiology are not within the Activity Perimeter of Newcorp and it is expressly understood that the activities of Newcorp may (and will likely) include database analyses, and chart reviews for HEOR purposes and clients in the event that such business is secured and/or delivered by Newcorp Teams; (v) Projects actually conducted by the Newcorp Teams may be either outside of or inside the Perimeter and in such case revenue allocation shall be determined as describe in Section 2 above and employees may work within or without the Perimeter (in such case under conditions described in Section 2 above).