Covenant Not to Market Competing Products. Except as expressly contemplated by the terms of this Agreement, the Parties and their respective Subsidiaries shall not, and shall not negotiate to or agree to, # develop, file for Regulatory Approval, acquire, license, manufacture anywhere for use in the Territory, or # Market or otherwise commercialize in or for the Territory, any pharmaceutical product that is # a Generic Equivalent to a Product, # an AG Product with respect to a Product, or # any extended release or delayed release prescription cough/cold medicine containing codeine, either alone or with a Third Party (each, a “Competing Product”) during the Term of a Product. Notwithstanding the foregoing, clause (C) shall not prevent either Party from developing, manufacturing and Marketing, a Generic Equivalent (whose approval is or will be based on an ANDA) of a Third Party extended release or delayed release prescription cough/cold medicine containing codeine product which Third Party product was approved pursuant an NDA and such product shall not be deemed a Competing Product. If TRIS engages any Third Party to use TRIS’ modified release technology for liquid suspension products to manufacture Product, it shall enter into an agreement with such Third Party whereby such Third Party agrees not to Market a Generic Equivalent to such Product during the Term of such Product.

Promise and Covenant Not to Disclose. The parties acknowledge that Company is the sole and exclusive owner of Confidential Information, and that Company has legitimate business interests in protecting Confidential Information. The parties further acknowledge that Company has invested, and continues to invest, considerable amounts of time and money in obtaining, developing, and preserving the confidentiality of Confidential Information and that, by reason of the trust relationship arising between Executive and Company, Executive owes Company a fiduciary duty to preserve and protect Confidential Information from all unauthorized disclosure and unauthorized use. Executive shall not, directly or indirectly, disclose Confidential Information to any third party (except to Executive's attorneys, the Company's personnel, other persons designated in writing by the Company, or except as otherwise provided by law) or use Confidential Information for any purpose other than for the direct benefit of Company while in Company's employ and thereafter.

It is stipulated and agreed that the Company is engaged in the business of: transportation, warehousing, distribution, and logistics services for delivery of furniture and related goods, including home delivery (the “Business”). It is further stipulated and agreed that as a result of Employee’s employment by the Company, and as a result of Employee’s continued employment hereunder, Employee has and will have access to valuable, highly confidential, privileged and proprietary information not generally available in the public domain relating to the Company’s Business (the “Confidential Information”). For purposes of this Agreement, “Confidential Information” means customer lists, customer requirements and specifications, financial data, sales figures, costs and pricing figures, marketing and other business plans, product development information, product design information, computer programs and listings, marketing concepts, personnel matters, drawings, specifications, instructions, methods, processes, techniques, shop practices, formulae or any other information relating to the Company’s sales, technology, research data, and all other know-how, trade secrets or proprietary information, or any copies, elaborations, modifications and adaptations thereof, which are in the possession of the Company and which have not been published or disclosed to, and are not otherwise known to, the public. It is further acknowledged that the unauthorized use or disclosure by Employee of any of the Confidential Information would seriously damage the Company in its Business.

Seller has received a No Further Action Letter and Covenant Not to Sue from the New Jersey Department of Environmental Protection, a copy of which will be provided to Purchaser promptly after the date hereof.

Assignee will not be subject to any covenant not to sue or similar restrictions on its enforcement or enjoyment of the Subject Patent as a result of the transaction contemplated in this Agreement, or any prior transaction related to the Subject Patent.

The covenant not to sue set forth in Section XVII, above, does not pertain to any matters other than those expressly identified therein. The ​ reserves, and this Settlement Agreement is without prejudice to, all rights against Purchaser with respect to all other matters, including, but not limited to:

Right to Sue. The determination of the existence of Cause or Good Reason for purposes of terminating Executive’s employment or other service with the Company under this Agreement shall be in the sole discretion of the Board, and Executive’s Right to Sue (as defined below) shall not restrict, prevent or delay the Company’s termination of Executive’s employment or other service with the Company at any time, for any reason or no reason. Notwithstanding any contrary provision of this Agreement, the ability of the Board (or a committee of the board or other delegate of the Board or Company) to exercise discretion and make determinations regarding any matter, including but not limited to, the existence of Cause or Good Reason for purposes of terminating Executive’s employment or other service with the Company, under this Agreement shall not nullify, abridge or restrict Executive’s right to bring suit on any such matter in a court of competent jurisdiction and the final adjudication in a court of competent jurisdiction of such matter will be binding on all parties (Participant’s “Right to Sue”).

Except to the extent contemplated by Paragraph 4(d) of this Agreement, Executive covenants not to sue or bring a claim against any of the ​ Releasees with respect to any Released Claim in any forum for any reason. If Executive sues any ​ Releasee in violation of the foregoing covenant not to sue, Executive agrees that Executive shall pay all reasonable fees, costs and expenses incurred by the ​ Releasees in defending against any such suit or claim, including reasonable attorneys’ fees.

In consideration of and in exchange for the ​’ Covenant Not to Sue in Section XVI Purchaser agrees to comply with all provisions of this Settlement Agreement, including, but not limited to, all attachments to this Settlement Agreement and all documents incorporated by reference into this Settlement Agreement.

Covenant Defaults. A Borrower fails to duly perform or observe any obligation, covenant, or agreement on its part contained herein or in any other Loan Document or in any other existing or future agreement (related or unrelated) between any Borrower and the Administrative Agent or any Lender or all Lenders not otherwise specifically constituting an Event of Default under this Section 8.1 and such failure continues unremedied for a period of thirty (30) Business Days after the earlier of (i)