Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Labor Relations. No Borrower or Subsidiary is party to or bound by any collective bargaining agreement. There are no material grievances, disputes or controversies with any union or other organization of any Borrower’s or Subsidiary’s employees, or, to any Borrower’s knowledge, any asserted or threatened strikes, work stoppages or demands for collective bargaining which could reasonably be expected to have a Material Adverse Effect. No Borrower or Subsidiary is party to or bound by any management or consulting agreement, the breach or termination of which could reasonably be expected to have a Material Adverse Effect.

Trade Relations. There exists no actual or threatened termination, limitation or modification of any business relationship between any Borrower or its Domestic Subsidiaries and any customer or supplier, or any group of customers or suppliers, who individually or in the aggregate are material to the business of such Borrower or its Domestic Subsidiaries. There exists no condition or circumstance that could reasonably be expected to impair the ability of any Borrower or its Domestic Subsidiaries to conduct its business at any time hereafter in substantially the same manner as conducted on the Closing Date.

Employee Relations. No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary. To the knowledge of the Company, no executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer or other key employee (as the case may be) does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters, except where such violations would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Renovations so as to minimize any material, adverse interference with ​’s business operations at the Premises.

You hereby acknowledge and agree that during the Transition Period and during the twelve (12) month period immediately following the Separation Date you will not, without the written consent of the Company, directly or indirectly, on your behalf or on behalf of a third party, (i) encourage, hire, recruit, solicit, persuade or induce, or in any manner attempt to encourage, hire, solicit, persuade or induce, any person who is employed by, or performing services as an independent contractor for, the Company, Entasis Therapeutics Holdings, Inc., Innoviva, Inc. and any of their respective subsidiaries (collectively, and including their respective successors and assigns, the “Group”) as of or following the Effective Date (or who was an employee or independent contractor of the Group as of or following the Effective Date or at any time during the twelve (12) months preceding the Separation Date) to terminate such person’s employment or services (or in the case of a consultant, materially reducing such services) or otherwise interfere in any way with such relationship, or (ii) encourage, recruit, solicit, persuade or induce, or in any manner attempt to encourage, solicit, persuade or induce, any current or prospective client, customer, vendor, business partner, distributor, supplier or other business relation of the Group (or any person who was a client, customer, vendor, business partner, distributor or supplier of the Group as of or following the Effective Date or at any time during the twelve (12) months preceding the Separation Date) (altogether, “Business Relations”) to terminate its relationship with the Group or otherwise interfere in any way with such relationship (collectively, the “Non-Interference Covenant”). Notwithstanding anything herein to the contrary, you shall not be in violation of the Non-Interference Covenant (i) solely as a result of you or an organization with which you are associated or employed posting a general advertisement for employment or as a result of any employee or independent contractor of the Group responding to such general advertisement; provided, that such advertisement is not targeted at such employees and neither you nor the organization with which you are associated or employed take any further actions to encourage, hire, recruit, solicit, persuade or induce such employee or independent contract in violation of the Non-Interference Covenant, or (ii) by communicating, contracting and/or conducting business transactions with the Business Relations, provided such actions are not reasonably anticipated to, and do not actually, interfere with or result in the termination of such Business Relations’ relationships with the Group. You hereby agree that you shall be presumed to be in breach of the Non-Interference Covenant in the event that any individual covered by [clause (i) above] is employed or engaged under your direct or indirect supervision during the twelve (12) month period immediately following the Separation Date.

use best efforts to preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any other Persons with whom or with which it has business relations;

Resolution of Interference Issues. Manager will take whatever actions are reasonably necessary to resolve any interference-related matters arising from operation of the FCC Spectrum.

Non-Interference with Employees. Employee covenants and agrees that during the Restricted Period he will not, either directly or indirectly, alone or in conjunction with any Entity: # actively recruit, solicit, attempt to solicit, or induce any person who, during such Restricted Period, or within one year prior to his date of Separation from Service, was an exempt employee of the Company or any of its subsidiaries, or was an officer of any of the other ​ Entities to leave or cease such employment for any reason whatsoever; or # hire or engage the services of any such person described in [Section 4(d)(i)] in any business substantially similar or competitive with that in which the ​ Entities were engaged during his employment.

Employee acknowledges that in the course of employment, he has learned about the Company’s business, services, materials, programs, plans, processes, and products and the manner in which they are developed, marketed, serviced and provided. Employee knows and acknowledges that the Company has invested considerable time and money in developing its business, services, materials, programs, plans, processes, products and marketing techniques and that they are unique and original. Employee further acknowledges that the Company must keep secret all pertinent information divulged to Employee regarding the Company’s business concepts, services, materials, ideas, programs, plans and processes, products and marketing techniques, so as not to aid the Company’s competitors. Accordingly, the parties agree that the Company is entitled to the following protection, which Employee agrees is reasonable: