Non-disclosure And Non-competition Agreement

ANIKA THERAPEUTICS, INC.
NON-DISCLOSURE AND NON-COMPETITION AGREEMENT
EMPLOYEE


I, Douglas R. Potter, (the "Employee"), in consideration of my employment, the continuation of my employment, and the salary and wages to be paid to me, do hereby agree with Anika Therapeutics, Inc., a Massachusetts corporation (the "Company"), as follows:


1. All documents including, but not limited to, correspondence, memoranda,
plans, proposals, customer lists, marketing and sales plans, reports and
drawings, formulations, designs, samples, prototypes, tools and
equipment, and all other tangible and intangible materials whatsoever,
that concern the Company's business and that come into my possession are
the property of the Company and shall be used by me only in the
performance of my duties for the Company. I will not remove from the
Company's premises any such tangible items or copies thereof except as
the Company permits and, upon the earlier of the termination of my
employment or a request by the Company, any and all such items in my
custody or possession and all copies thereof will be returned to the
Company.


2. For the purposes of this agreement:


a. "Inventions" shall include, but not be limited to, any procedures,
systems, machines, methods, processes, uses, apparatuses,
compositions of matter, designs, drawings, configurations, software
and works of authorship of any kind, and any improvements to them
which are discovered, conceived, reduced to practice, developed, made
or produced, and shall not be limited by the meaning of "invention"
under the laws of any country concerning patents.


b. "Proprietary Information" means all information and know-how, whether
or not in writing, of a private, secret, or confidential nature
concerning the Company's business or financial affairs, including,
without limitation, inventions, products, processes, methods,
techniques, formulas, compositions, compounds, projects,
developments, plans, research data, clinical data, financial data,
personnel data, computer programs, and customer and supplier lists.


1


c. "Competing Products" means any products or processes of any person or
organization other than the Company in existence or under
development, which are substantially the same, may be substituted
for, or applied to substantially the same end use as the products or
processes with which I work during the time of my employment with the
Company or about which I acquire confidential information through my
work with the Company.


d. "Competing Organization" means any person or organization engaged in,
or about to become engaged in, research or development, production,
distribution, marketing, or selling of a Competing Product.


3. I agree that all Proprietary Information is and shall be the exclusive
property of the Company. I will regard and preserve as confidential all
Proprietary Information which may be obtained by me. I will not, at any
time, without express written authority from the Company, use for any
unauthorized purposes, or disclose to others, either during my employment
or thereafter, except as required by my employment with the Company, any
Proprietary Information, unless and until such Proprietary Information
has become public knowledge without fault by me.


4. I agree that my obligat ...