TPTX » Topics » Business Expenses: Benefits

This excerpt taken from the TPTX 8-K filed Jun 30, 2005.
Business Expenses: Benefits. During the Term, the Company shall reimburse MH, in accordance with its practice from time to time, for all pre-approved reasonable and necessary expenses and other disbursements incurred by MH for or on behalf of the Company in the performance of MH’s duties hereunder. MH shall provide such appropriate documentation of expenses and disbursements as may from time to time be required by the Company.





During the Term, the Company shall have no obligation to provide any benefits to Consultant, including without limitation, any health, life or disability benefits.


8. Corporate Opportunities.


(a) MH acknowledges that by virtue of his efforts as a consultant hereunder to the Company and as a director, he may become aware of confidential information relating to the Company’s business opportunities and potential acquisitions of companies and or technologies/compounds, and that he will not, during the Term and for a period of 6 months thereafter (the “Restricted Period”), directly or indirectly use any such confidential information for his own benefit or for the benefit of any third person other than the Company or its affiliates or enter into or negotiate a transaction with any person that was the subject of the Company’s business opportunity or potential acquisition without the prior written approval of the Company or following an express decision by the Company’s Chief Executive Officer or Board of Directors not to pursue the specific business opportunity or potential acquisition. The foregoing limitation shall not apply to MH after the end of the Restricted Period, except that if MH resigns pursuant to clause (iii) of Section 3 above, the Restricted Period shall end on the later of 6 months after his termination or the first anniversary of the Commencement Date. The restrictions set forth in this Section 8 are in addition to any of Consultant’s fiduciary obligations to the Company by virtue of his being a director of the Company.


(b) Notwithstanding the foregoing, the Company acknowledges that MH may pursue his own independent business interests and activities during the Restricted Period, including those relating to life sciences and medical technologies. MH is under no obligation hereunder to identify specific potential business opportunities or acquisitions for the Company, unless he is specifically requested to do so by the Company, or to refrain from pursuing any business opportunities or potential transactions, unless they are brought to his attention by the Company. Once MH informs the Company of a potential opportunity during the Term, however, he may not independently pursue that opportunity during the Restricted Period without the prior written approval of the Company or following an express decision by the Company’s Chief Executive Officer or Board of Directors not to pursue the specific business opportunity or potential acquisition.


(c) MH agrees that this Section 8 may be enforced by the Company by injunction, or other equitable relief, without prejudice to any other rights and remedies that the Company may have under this Agreement and without the posting of any bond.


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