{"id":39364,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-merck-medco-managed-care-llc-and-per-g-h.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-merck-medco-managed-care-llc-and-per-g-h","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-merck-medco-managed-care-llc-and-per-g-h.html","title":{"rendered":"Employment Agreement &#8211; Merck-Medco Managed Care LLC and Per G.H. Lofberg"},"content":{"rendered":"<pre>                                        \n                             EMPLOYMENT AGREEMENT\n                             --------------------\n\n          AGREEMENT made as of this 27\/th\/day of November, 2000, by and between\nMerck-Medco Managed Care, L.L.C., a Delaware limited liability company (\"Merck-\n                                                                         -----\nMedco\") and Per G.H. Lofberg (the \"Employee\").\n------                             ---------  \n\n          WHEREAS, the Employee has been and is currently employed by Merck-\nMedco pursuant to an employment agreement dated April 1, 1993, as amended July\n27, 1993 and May 24, 1996 (the \"Former Agreement\");\n                                ----------------   \n\n          WHEREAS, Merck-Medco, the Employee and certain other members have\nentered into a Limited Liability Corporation Agreement, dated as of November 27,\n2000 (the \"LLC Agreement\"), pursuant to which the Employee will become a member\n           -------------                                                       \nof Merck Capital Ventures, L.L.C. (\"MCV\"); and\n                                    ---       \n\n          WHEREAS, Merck-Medco desires that the Employee continue his employment\nwith Merck-Medco by providing services to MCV as the Chief Executive Officer and\nPresident of MCV and the Employee is willing to render such services to MCV on\nbehalf of Merck-Medco on the terms and conditions set forth herein.\n\n          NOW, THEREFORE, in consideration of the mutual covenants contained\nherein, the parties hereto agree as follows:\n\n\n          1.   Employment Term.  Subject to the terms and provisions of this\n               ---------------                                              \nAgreement, Merck-Medco hereby agrees to employ the Employee and the Employee\nhereby agrees to be employed by Merck-Medco for the period commencing on the\ndate hereof (the \"Commencement Date\") and ending on the second anniversary of\n                  ------------------                                         \nthe Commencement Date, unless extended as provided below or terminated sooner as\nprovided in Section 5 hereof (the \"Employment Term\"); provided, however, that on\n                                   ----------------   --------  -------         \nthe second anniversary of the Commencement Date and on each anniversary\nthereafter, the Employment Term shall be automatically extended for an\nadditional one (1) year period so long as neither Merck-Medco nor the Employee\nhas provided the other party with not less than sixty (60) days prior written\nnotice that the Employment Term shall not be so extended.\n\n          2.   Position and Duties.  During the Employment Term the Employee\n               -------------------                                          \nshall, on behalf of Merck-Medco, serve as the Chief Executive Officer and\nPresident of MCV with the principal responsibility of assisting MCV in building\na venture capital portfolio primarily in E-healthcare companies and assisting\nany such portfolio company (a \"Portfolio Company\") in achieving business\n                               -----------------                        \nobjectives in its dealings with \n\n \nMerck &amp; Co. Inc., a New Jersey corporation (\"Merck\"), Merck-Medco, and other\ncorporations, and in such regard shall be responsible for (i) developing and\nimplementing strategy, lead generation, investment decisions and investment\nevaluation for MCV, (ii) coordinating with the appropriate business contacts at\nMerck-Medco and Merck, (iii) building relationships with entrepreneurs and\nrelevant individuals within the investment community, (iv) recruiting, and (v)\noverseeing MCV's investment portfolio. The Employee shall report solely and\ndirectly to Judy Lewent, or to Chairman of the Board of MCV if Judy Lewent shall\ncease to be Chairman of the Board of MCV, and shall perform such other duties,\nservices and responsibilities as may from time to time be requested by Ms.\nLewent or the Chairman of the Board, including without limitation, serving as an\nofficer, advisor or board member, where appropriate, for any Portfolio\nCompanies. During the Employment Term, the Employee's primary business activity\nshall be the performance of his duties, services and responsibilities set forth\nherein and the Employee will use his best efforts to promote the interests of\nMerck-Medco and MCV; provided, however, that during the Employment Term, the\n                     --------  ------- \nEmployee shall not engage in any other business activities on behalf of third\nparties which interfere with the performance of Employee's duties hereunder.\nNotwithstanding the foregoing, the Employee shall be entitled to (a) serve on\ncorporate, civic or charitable boards or committees, (b) deliver lectures,\nfulfill speaking engagements or teach at educational institutions, and (c)\nmanage private investments, in the case of each of (a) through (c), so long as\nsuch activities do not materially interfere with the performance of Employee's\nduties hereunder or create a conflict of interest.\n\n          3.   Location.  The Employee shall perform his duties hereunder\n               --------                                                  \nprimarily at Merck-Medco's Paragon building, and shall perform duties at such\nother locations as are reasonably designated by the Chairman of the Board.\n\n          4.   Compensation and Benefits.\n               ------------------------- \n\n               4.1  Base Salary.  In consideration of the performance of all of\n                    -----------                                                \nthe Employee's obligations during the Employment Term (including any services as\nan officer or director of Merck-Medco or MCV, member of any committee of the\nBoard of Managers of MCV (the \"Board\") or board member of any Portfolio Company,\n                               -----                                            \nor otherwise), Merck-Medco will during the Employment Term pay the Employee a\nbase salary (the \"Salary\") at an annual rate of $150,000, subject to review each\n                  ------                                                        \nyear by the Board.  The Salary shall be payable in accordance with Merck-Medco's\nnormal payroll practices.  All payments and benefits hereunder shall be subject\nto all applicable taxes required to be withheld pursuant to federal, state or\nlocal law.\n\n               4.2  Benefits.  During the Employment Term, the Employee (and his\n                    --------                                                    \ndependents, if eligible thereunder) shall continue to be eligible to participate\nin all existing employee benefit plans, programs and policies of Merck-Medco in\nwhich he was eligible to participate immediately prior to the Commencement Date\nin \n\n                                       2\n\n \naccordance with their terms and conditions as they may be amended from time\nto time, and such other employee benefit plans, programs and policies of Merck-\nMedco which are hereafter established by Merck-Medco and which by their terms\nprovide for the participation therein by the Employee.  Payments received by the\nEmployee under the terms of the LLC Agreement shall not constitute compensation\nfor purposes of any employee benefit plan, program or policy of Merck-Medco in\nwhich the Employee is, or becomes, eligible to participate.  Options granted to\nthe Employee to purchase shares of Merck common stock will continue to vest to\nthe extent provided for in, and in accordance with their terms under, the Former\nAgreement but no additional options to purchase Merck common stock will be\ngranted to the Employee during the Employment Term.\n\n          5.   Termination.  The Employee's employment with Merck-Medco and the\n               -----------                                                     \nEmployment Term shall terminate upon the expiration of the Employment Term or\nupon the earlier occurrence of any of the following events of termination:\n\n               (a)  By Merck-Medco (other than for Cause) upon prior written\nnotice.\n\n               (b)  By the Employee upon sixty (60) days prior written notice.\n\n               (c)  By Merck-Medco for Cause upon written notice (the \"Cause\nNotice\") to the Employee specifying the conduct constituting Cause. \"Cause\"\n                                                                     -----\nshall mean (i) the continued failure by the Employee to substantially perform\nthe Employee's duties hereunder (other than any such failure resulting from the\nEmployee's incapacity due to physical or mental illness), (ii) the Employee's\nengaging in conduct which is demonstrably and materially injurious to Merck-\nMedco, MCV or any of their affiliates, monetarily or otherwise, (iii) the\nconviction of the Employee for the commission of (A) a felony or (B) any other\ncrime involving moral turpitude, (iv) the Employee's violation of any material\nMerck-Medco employment policies or codes of conduct, or (v) a material breach by\nthe Employee of any provision of this Agreement or the LLC Agreement, including\nwithout limitation, any breach of the employee covenants included in Section 7\nhereof. Notwithstanding the foregoing, the Employee shall have a period of 30\ndays following delivery of the Cause Notice during which he may cure any\ncondition, act or failure to act specified in the Cause Notice as constituting\nCause, to the extent such condition, act or failure to act is capable of being\ncured; provided, however, that if the condition, act or failure to act can not\n       --------  -------                                                      \nreasonably be cured in 30 days, it will be deemed cured if the Employee\ncommences to cure such condition, act or failure to act within the 30-day period\nfollowing delivery of the Cause Notice and completes such cure to the reasonable\nsatisfaction of Merck-Medco within the 60-day period following delivery of the\nCause Notice.  If the Employee does not cure each such condition, act or failure\nto act and the Employee's employment is terminated for Cause, for all purposes\nof this Agreement and the LLC Agreement the effective date of such termination\nshall be the date of delivery of the Cause Notice.\n\n                                       3\n\n \n               (d)  By reason of the Disability of the Employee. The Employee\nshall be considered to be disabled after he has been unable fully to perform his\nduties hereunder (as determined in good faith by the Board), with reasonable\naccommodation as required by law, by reason of physical or mental illness for\n180 days during any 360 day period (\"Disability\"). Notwithstanding the\n                                     ----------                        \nforegoing, whether or not the Employee is eligible for disability benefits under\nthe benefit plans, programs and policies of Merck-Medco, shall be determined\nsolely in accordance with the terms and conditions of such plans, programs and\npolicies, as they may be amended from time to time, and whether or not the\nEmployee shall be considered disabled for purposes of this Agreement, shall be\ndetermined solely in accordance with the terms and conditions of this Section\n5(d).\n\n               (e)  By reason of the death of the Employee (\"Death\").\n                                                             -----   \n\nIn the event of termination of the Employment Term, for whatever reason, (i) the\nEmployee shall cooperate with Merck-Medco and MCV and be reasonably available to\nMerck-Medco and MCV with respect to continuing and\/or future matters arising out\nof the Employee's employment or any other relationship with Merck-Medco and MCV,\nwhether such matters are business-related, legal or otherwise and (ii) the\nEmployee shall, unless otherwise requested by the Board, resign immediately from\nhis membership on the Board and the board of any Portfolio Company.\n\n          6.   Termination Payments.  Upon termination of the Employee's\n               --------------------                                     \nemployment and the Employment Term for any reason, Merck-Medco shall pay the\nEmployee (or in the case of his Death, his estate) the Salary hereunder and\nunpaid as of the date of termination.  The foregoing payments upon termination\nof employment shall constitute the exclusive payments due the Employee upon\ntermination of Employee's employment, but such payments shall have no effect on\n(i) any benefits which may be due the Employee under any plan, program or policy\nof Merck-Medco in which the Employee is participating on the date of such\ntermination of employment in accordance with their terms, (ii) the Employee's\nentitlement pursuant to the terms of the LLC Agreement, and\/or (iii) the\nEmployee's rights, if any, with respect to any unexercised options to acquire\nMerck common stock held by the Employee on the date of such termination of\nemployment.\n\n          7.   Employee Covenants.\n               ------------------ \n\n               7.1  Work made for Hire.  (a) The Employee recognizes and\n                    ------------------                                  \nunderstands that his duties under this Agreement include or may include the\npreparation of works and other written or graphic materials relating directly or\nindirectly to the business of Merck-Medco, MCV and their affiliates and that\neach such work has been or will be prepared by the Employee as an employee\nwithin the scope of the Employee's employment hereunder, and constitutes a \"work\nmade for hire\" as that phrase is used in 17 U.S.C. (S) 101 et seq.  The Employee\nunderstands that MCV is considered the author of each \"work made for hire\" and\nexclusively owns all \n\n                                       4\n\n \nof the rights to such work. The Employee understands that as owner of each\ncopyright, MCV has the exclusive rights to use, reproduce, distribute and\npublicly display the work. Without limiting the foregoing, to the extent\nnecessary, the Employee assigns and agrees to assign all intellectual property\nrights in all such works and other written or graphic materials, and agrees to\nexecute all documents necessary to effectuate such assignments.\n\n               (b)  The Employee will promptly disclose to the Board or to any\npersons designated by the Board all inventions, discoveries, improvements, works\nof authorship, computer programs, machines, methods of analysis concepts,\nformulas, compositions, ideas, designs, processes, techniques, know-how and\ndata, or other intellectual property reduced to any tangible form, whether or\nnot patentable (collectively \"Inventions\") made or conceived or reduced to\n                              ----------      \npractice or developed by the Employee, either alone or jointly with others,\nduring the Employment Term. The Employee will also disclose to the Board\nInventions conceived, reduced to practice, or developed by him within six months\nfollowing the termination of the Employment Term; such disclosures shall be\nreceived by the Board in confidence (to the extent they are not assigned under\nthis Agreement) and do not extend the assignment made in this Agreement. The\nEmployee agrees to keep and maintain adequate and current written records of all\nInventions made by the Employee (in the form of notes, sketches, drawings and\nother records as may be specified by Merck-Medco and\/or MCV), which records\nshall be available to and remain the sole property of either Merck-Medco and\/or\nMCV, as appropriate, at all times.\n\n               (c)  The Employee agrees to perform, during and after the\nEmployment Term, all acts deemed necessary or desirable by Merck-Medco to permit\nand assist Merck-Medco and\/or MCV, at Merck-Medco's sole expense, in evidencing,\nperfecting, obtaining, maintaining, defending and enforcing rights of Merck-\nMedco and\/or MCV and\/or the Employee's assignment with respect to such\nInventions in any and all countries.\n\n               (d)  The Employee understands that any Invention which he\ndevelops entirely on his own time not using any of Merck-Medco's or MCV's\nequipment, supplies, facilities, or trade secret information (\"Personal\n                                                               --------  \nInvention\") is excluded from this Agreement provided such Personal Invention (i)\n---------\ndoes not relate at the time of conception or reduction to practice to Merck-\nMedco's or MCV's or their affiliates' businesses, or research or development of\nMerck-Medco and\/or MCV or their affiliates; and (ii) does not result from any\nwork performed by the Employee for Merck-Medco and\/or MCV. It is understood that\nall Personal Inventions made by the Employee prior to his employment by Merck-\nMedco are excluded from this Agreement. The Employee agrees to notify Merck-\nMedco in writing before making any disclosure or performing work on behalf of\nMerck-Medco or MCV or Merck which appears to threaten or conflict with\nproprietary rights the Employee claims in \n\n                                       5\n\n \nany Personal Invention. In the event of the Employee's failure to give such\nnotice, the Employee agrees that he will make no claim against Merck-Medco or\nMCV with respect to any such Personal Invention.\n\n               7.2  Unauthorized Disclosure.  The Employee agrees and \n                    -----------------------                          \nunderstands that in the Employee's position with Merck-Medco during the\nEmployment Term, the Employee has been and will be exposed to and receive\ninformation relating to the business affairs of Merck-Medco, MCV, their\naffiliates and Portfolio Companies, including but not limited to technical\ninformation, business and marketing plans, strategies, customer information,\nother information concerning Merck-Medco's, MCV's, their affiliates' and\nPortfolio Companies' products, promotions, development, financing, expansion\nplans, business policies and practices, and other forms of information\nconsidered by such entities to be confidential and in the nature of trade\nsecrets.  The Employee agrees that during the Employment Term and thereafter,\nthe Employee will keep such information confidential and not disclose such\ninformation, either directly or indirectly, to any third person or entity\nwithout the prior written consent of Merck-Medco (unless such information is\notherwise in the public domain through no fault of the Employee); provided,\n                                                                  -------- \nhowever, that nothing in this Section 7.2 shall prevent the Employee with or\n-------                                                                     \nwithout Merck-Medco's consent, from disclosing documents or information (i) in\nconnection with the Employee's performance of his duties and responsibilities\nhereunder in the ordinary course of business as an officer of Merck-Medco, or\n(ii) in connection with any judicial or administrative investigation, inquiry or\nproceeding, provided the Employee  is compelled to do so by court order or\nsubpoena and notifies Merck-Medco as soon as practicable after the receipt of\nsuch court order or subpoena.  This confidentiality covenant has no temporal,\ngeographical or territorial restriction.\n\n               7.3  Non-competition.  By and in consideration of Merck-Medco's\n                    ---------------                                           \nentering into this Agreement and the payments and benefits to be provided (i) by\nMerck-Medco hereunder and (ii) pursuant to the LLC Agreement, and further in\nconsideration of the Employee's exposure to the proprietary information of\nMerck-Medco and MCV, the Employee agrees that the Employee will not;\n\n                    (A)  during the Employment Term, directly or indirectly,\nown, manage, operate, join, control, be employed by, or participate in the\nownership, management, operation or control of, or be connected in any manner,\nincluding but not limited to, holding the position of shareholder (except as a\nholder of not more than one percent (1%) of the outstanding shares of a \npublicly-held corporation or as a passive investor holding not more than three\npercent (3%) of the equity interests in a venture capital fund), director,\nofficer, consultant, independent contractor, employee, partner, or investor,\nwith any person, corporation, partnership or other entity engaged in a business\nwhich is in competition, directly or indirectly, (1) with any business of MCV or\nany business in which MCV proposes or intends to engage or (2) any significant\n\n                                       6\n\n \nbusiness (whether financially, strategically or otherwise significant) (each a\n\"Significant Business\") of any Portfolio Company or any Significant Business in\nwhich any Portfolio Company proposes or intends to engage, and\n\n                    (B)  during the two-year period following the termination of\nthe Employee's employment hereunder (the \"Restriction Period\"), directly or\n                                          ------------------               \nindirectly, own, manage, operate, join, control, be employed by, or participate\nin the ownership, management, operation or control of, or be connected in any\nmanner, including but not limited to, holding the position of shareholder\n(except as a holder of not more than one percent (1%) of the outstanding shares\nof a publicly-held corporation or as a passive investor holding not more than\nthree percent (3%) of the equity interests in a venture capital fund), director,\nofficer, consultant, independent contractor, employee, partner, or investor,\nwith any person, corporation, partnership or other entity that directly or\nindirectly manages, owns in whole or in part, is a partner with or in, invests\nin or otherwise controls any entity engaged in a business which is in\ncompetition, directly or indirectly, with (i) any Significant Business of any\nPortfolio Company or any Significant Business in which any Portfolio Company\nproposes or intends, as of the date of termination of employment, to engage, or\n(ii) any business of any entity which, as of the date of the Employee's\ntermination of employment, MCV or any Portfolio Company is considering as a\npotential Portfolio Company or acquisition, and which within six months\nfollowing such termination date, becomes a Portfolio Company or is acquired by a\nPortfolio Company.  For purposes of this Section 7.3, the term \"Portfolio\nCompany\" shall not include any entity from and after the date it shall have\nceased to be a Portfolio Company as defined in the LLC Agreement or, if later,\nthe date on which Merck-Medco and its Affiliates and Associates shall cease to\nbeneficially own, directly or indirectly, any equity interest in such entity.\n\nFollowing termination of the employee's employment, upon request, the Employee\nshall notify Merck-Medco of the Employee's then current employment status.\n\n               7.4  Non-solicitation and Non-disparagement.  (a) The Employee\n                    --------------------------------------                   \nagrees that during the Employment Term and thereafter during the Restriction\nPeriod, he will not intentionally or knowingly, directly or indirectly, (i)\ninterfere with MCV's or any Portfolio Company's or any of their respective\naffiliates' relationship with, or endeavor to entice away from MCV or any\nPortfolio Company or any of their respective affiliates, any individual, person,\nfirm, corporation or other business entity who at any time during the Employment\nTerm was an employee or customer of MCV or any Portfolio Company or any of their\nrespective affiliates or otherwise had a material business relationship with MCV\nor any Portfolio Company or any of their respective affiliates, (ii) hire any\nindividual person who at any time during the Employment Term was an employee of\nMCV or any Portfolio Company, or (iii) discourage, or attempt to discourage, any\nindividual, person, firm, corporation or \n\n                                       7\n\n \nbusiness entity from doing business with MCV or any Portfolio Company or any of\ntheir respective affiliates. The Employee agrees that during the Employment Term\nand thereafter, he will not intentionally or knowingly, directly or indirectly,\nmake or publish any negative or disparaging statements, comments or remarks\nregarding MCV or any Portfolio Company or any of their respective subsidiaries,\naffiliated entities, directors, or senior officers.\n\n                    (b)  Merck-Medco agrees that during the Employment Term and\nthereafter during the Restriction Period, it will use its best efforts to\nprohibit its officers and directors and the officers and directors of MCV from\nknowingly discouraging any individual, person, firm, corporation or other\nbusiness entity from investing in, or otherwise doing business with, any venture\ncapital fund for which the Employee is a managing director or chief executive\nofficer; provided, however, that the officers and directors of the Merck-Medco\n         --------  -------       \nand MCV will not be prohibited from disclosing to such third parties, the actual\ninvestment results of MCV.  Notwithstanding the foregoing, in the event that\nMerck-Medco terminates the employment of the Employee by reason of (i) the\nEmployee's conviction of a crime involving moral turpitude, or (ii) the\nEmployee's dishonestly, malfeasance or fraud in connection with the performance\nof his duties hereunder or that otherwise is demonstrably and materially\ninjurious to Merck-Medco, MCV or any of their affiliates, Merck-Medco will not\nbe required to comply with the provisions of this Section 7.4(b) and this\nSection 7.4(b) shall be null and void.\n\n               7.5  Remedies.  The Employee agrees that any breach of the terms\n                    --------                                                   \nof this Section 7 would result in irreparable injury and damage to Merck-Medco\nfor which Merck-Medco would have no adequate remedy at law; the Employee\ntherefore also agrees that in the event of said breach or any threat of breach,\nMerck-Medco shall be entitled to an immediate injunction and restraining order\nto prevent such breach and\/or threatened breach and\/or continued breach by the\nEmployee and\/or any and all persons and\/or entities acting for and\/or with the\nEmployee, without having to prove damages, and to all costs and expenses,\nincluding reasonable attorneys' fees and costs, in addition to any other\nremedies to which Merck-Medco may be entitled at law or in equity.  The terms of\nthis paragraph shall not prevent Merck-Medco from pursuing any other available\nremedies for any breach or threatened breach hereof, including but not limited\nto the recovery of damages from the Employee.  The Employee and Merck-Medco\nfurther agree that the provisions of this Section 7 are reasonable and Merck-\nMedco would not have entered into this Agreement but for their inclusion herein.\nShould a court or arbitrator determine that any provision of the covenant not to\ncompete is unreasonable, either in period of time, geographical area, or\notherwise, the parties hereto agree that the covenant should be interpreted and\nenforced to the maximum extent which such court or arbitrator deems reasonable.\n\n                                       8\n\n \n          The provisions of this Section 7 shall survive any termination of the\nEmployment Term, and the existence of any claim or cause of action by the\nEmployee against Merck-Medco, MCV, Merck or any Portfolio Company, whether\npredicated on this Agreement or otherwise, shall not constitute a defense to the\nenforcement by Merck-Medco of the covenants and agreements of this Section 7.\n\n          8.   Non-Waiver of Rights.  The failure to enforce at any time the\n               --------------------                                         \nprovisions of this Agreement or to require at any time performance by the other\nparty of any of the provisions hereof shall in no way be construed to be a\nwaiver of such provisions or to affect either the validity of this Agreement or\nany part hereof, or the right of either party to enforce each and every\nprovision in accordance with its terms.\n\n          9.   Notices.  All notices required or permitted under this Agreement\n               -------                                                         \nshall be in writing and shall be deemed effective upon personal delivery or upon\ndeposit in the United States Post Office, by registered or certified mail,\npostage prepaid, addressed to the other party at the address shown below, or at\nsuch other address or addresses as either party shall designate to the other in\naccordance with this Section 9.\n\n \n          If to Merck-Medco:\n\n                    Merck-Medco Managed Care, L.L.C.\n                    c\/o Merck &amp; Co. Inc.\n                    1 Merck Drive\n                    Whitehouse Station, NJ 08889\n                    Fax  No.: (908) 735 1244\n                    Attn: Ken Frazier\n\n\n          If to the Employee:\n\n                    Per G. H. Lofberg\n                    63 East 92\/nd\/ Street\n                    New York, NY 10128\n                    Fax No.: (212) 423-3043\n\n          10.  Binding Effect\/Assignment.  This Agreement shall inure to the\n               -------------------------                                    \nbenefit of and be binding upon the parties hereto and their respective heirs,\nexecutors, personal representatives, estates, successors (including, without\nlimitation, by way of merger) and permitted assigns.  Notwithstanding the\nprovisions of the immediately preceding sentence, the Employee shall not assign\nall or any portion of this Agreement without the prior written consent of Merck-\nMedco.\n\n                                       9\n\n \n          11.  Entire Agreement.  Except as otherwise provided in this Section\n               ----------------                                               \n11, this Agreement sets forth the entire understanding of the parties hereto\nwith respect to the subject matter hereof and supersedes all prior agreements\nand plans, written or oral between them as to such subject matter.\nNotwithstanding the foregoing, the Former Agreement shall continue in full force\nand effect during the Employment Term and following the Employee's termination\nof employment with Merck-Medco as specified in the Former Agreement; provided,\nhowever, that neither MCV nor any Portfolio Company shall be deemed an affiliate\nof Merck-Medco for purposes of the Former Agreement.\n\n          12.  Severability.  If any provision of this Agreement, or any\n               ------------                                             \napplication thereof to any circumstances, is invalid, in whole or in part, such\nprovision or application shall to that extent be severable and shall not affect\nother provisions or applications of this Agreement.\n\n          13.  Governing Law.  This Agreement shall be governed by and construed\n               -------------                                                    \nin accordance with the internal laws of the State of New Jersey, without\nreference to the principles of conflict of laws.\n\n          14.  Modifications and Waivers.  No provision of this Agreement may be\n               -------------------------                                        \nmodified, altered or amended except by an instrument in writing executed by the\nparties hereto.  No waiver by either party hereto of any breach by the other\nparty hereto of any provision of this Agreement to be performed by such other\nparty shall be deemed a waiver of similar or dissimilar provisions at the time\nor at any prior or subsequent time.\n\n          15.  Headings.  The headings contained herein are solely for the\n               --------                                                   \npurposes of reference, are not part of this Agreement and shall not in any way\naffect the meaning or interpretation of this Agreement.\n\n          16.  Counterparts.  This Agreement may be executed in two or more\n               ------------                                                \ncounterparts, each of which shall be deemed to be an original but all of which\ntogether shall constitute one and the same instrument.\n\n                                       10\n\n \n          IN WITNESS WHEREOF, Merck-Medco has caused this Agreement to be\nexecuted by authority of its board of directors, and the Employee has hereunto\nset his hand, the day and year first above written.\n\n\n                              MERCK-MEDCO MANAGED CARE, L.L.C.\n\n \n\n                              By:_____________________________________________\n                                  Name:\n                                  Title:\n\n\n\n                              ________________________________________________\n                                  Per G.H. Lofberg\n                             \n\n                                       11\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8190],"corporate_contracts_industries":[9407],"corporate_contracts_types":[9539,9544],"class_list":["post-39364","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-merck---co","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39364","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39364"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39364"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39364"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39364"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}