Notwithstanding anything to the contrary in Exhibit I to the August 9, 2006 Letter from Emergent BioSolutions Inc. (the “Company”) to Fuad El-Hibri, Mr. El-Hibri and the Company hereby acknowledge and agree as follows:
1. The Company acknowledges that Mr. El-Hibri is a member of the board of trustees of American University, a member of the board of directors of the International BioMedical Research Alliance, and director and treasurer of the El-Hibri Charitable Foundation; that Mr. El-Hibri also serves as a director and/or officer of Digicel Holdings, Ltd., Telectronics, Inc., East West Resources Corporation, Intervac LLC, and Intervac Management LLC; and that Mr. El-Hibri manages certain of his own personal investments, including real estate holding companies. The Company agrees that Mr. El-Hibri’s service in such capacities has not interfered with his ability to perform his duties to the Company and, assuming continued service in such capacities at levels of time and attention comparable to those that Mr. El-Hibri has provided to such entities within the preceding twelve months, would not violate Exhibit I or interfere with Mr. El-Hibri’s ability to perform his duties to the Company.
2. It shall not be a violation of Exhibit I for Mr. El-Hibri to pursue any business transaction or opportunity where such transaction or opportunity was first presented (i) to Mr. El-Hibri in his capacity as an officer or director of the entities identified in Paragraph 1, above or (ii) to the Company, and the Board of Directors of the Company declined to pursue such transaction or opportunity.
3. With respect to Mauro Gibellini, Jose Ochoa, and Kerry Kisling, three employees who, at Mr. El-Hibri’s invitation, left their employment with East West Resources Corporation (EWR) to accept employment with the Company, it shall not be a violation of Exhibit I for Mr. El-Hibri to induce, counsel, advise, solicit or encourage, or attempt to induce, counsel, advise, solicit or encourage those employees to return to employment with EWR
1. The Company acknowledges that Mr. El-Hibri is a member of the board of trustees of American University, a member of the board of directors of the International BioMedical Research Alliance, and director and treasurer of the El-Hibri Charitable Foundation; that Mr. El-Hibri also serves as a director and/or officer of Digicel Holdings, Ltd., Telectronics, Inc., East West Resources Corporation, Intervac LLC, and Intervac Management LLC; and that Mr. El-Hibri manages certain of his own personal investments, including real estate holding companies. The Company agrees that Mr. El-Hibri’s service in such capacities has not interfered with his ability to perform his duties to the Company and, assuming continued service in such capacities at levels of time and attention comparable to those that Mr. El-Hibri has provided to such entities within the preceding twelve months, would not violate Exhibit I or interfere with Mr. El-Hibri’s ability to perform his duties to the Company.
2. It shall not be a violation of Exhibit I for Mr. El-Hibri to pursue any business transaction or opportunity where such transaction or opportunity was first presented (i) to Mr. El-Hibri in his capacity as an officer or director of the entities identified in Paragraph 1, above or (ii) to the Company, and the Board of Directors of the Company declined to pursue such transaction or opportunity.
3. With respect to Mauro Gibellini, Jose Ochoa, and Kerry Kisling, three employees who, at Mr. El-Hibri’s invitation, left their employment with East West Resources Corporation (EWR) to accept employment with the Company, it shall not be a violation of Exhibit I for Mr. El-Hibri to induce, counsel, advise, solicit or encourage, or attempt to induce, counsel, advise, solicit or encourage those employees to return to employment with EWR
