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allocation between goodwill or going-concern-value and the
agreements as a whole. Moreover, the record manifests that the
parties were somewhat cavalier regarding the valuations for
goodwill in 1985 and 1989.
The secrecy agreement and the covenant not to compete are
comparable, in nature, to the 1985 agreements. The record
reflects that the parties in the 1985 transaction implemented an
agreement not to compete in Article XIV. Specifically, Old
Lorvic's "principal stockholders" were precluded from entering
into or financing the entry of others into the business of Old
Lorvic, or any business or branch of business similar to that of
Old Lorvic. In addition, Richard Nemanick was contractually
bound in his capacity as an executive officer of Old Lorvic by an
exclusive employment agreement. The record indicates that an
exclusive employment agreement ensued from the 1989 purchase of
Old Lorvic's assets.
Finally, Scherer's Form 10-K, filed on June 29, 1990, with
the SEC provided that the company intended to concentrate on its
primary business of softgel capsule production and divest itself
of subsidiary businesses affiliated with health care products and
services. We believe that the aforementioned document simply
evidences Scherer's divestiture plans after it had entered into
the agreements with petitioner. At the time Scherer filed the
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