Example ContractsClausesAcquisition of Competing Programs
Acquisition of Competing Programs
Acquisition of Competing Programs contract clause examples

Acquisition of Competing Programs. If a Third Party becomes an Affiliate of Zai, or otherwise assumes this Agreement, after the Effective Date through merger, acquisition, consolidation or other similar transactions with Zai, then regardless of whether such transaction results in a Change of Control of Zai, if as of the date of the closing of such transaction, such Affiliate or any Affiliate of such new Affiliate was engaged in the research, development, manufacture or commercialization of a product that would compete with any Licensed Product (a “Competing Program”), then Zai and its new Affiliate will have ​ to wind down (i.e., discontinue all development and commercialization) or complete the Divestiture of such Competing Program. “Divestiture” means the sale or transfer or exclusive license of rights to the Competing Program to a Third Party without the retention or reservation of any rights, license or interest (other than solely an economic interest and, in the event of termination, customary residual rights) in such Competing Program.

Acquired Competing Programs. Notwithstanding [Sections 2.4(a) and 2.4(b)])], in the event that Sangamo or its Affiliate acquires a Third Party or a portion of the business of a Third Party (whether by merger, stock purchase or purchase of assets) that is, prior to such acquisition, conducting a research, development, manufacturing or commercialization program with respect to a Target or Candidate Target, which program, if conducted by a Party or its Affiliate at such time, would be a breach of such Party’s exclusivity obligations set forth above (a “Competing Program”), Sangamo shall either # wind-down such Competing Program promptly following the closing of such acquisition, or # use Commercially Reasonable Efforts to divest such Competing Program promptly following the closing of such acquisition and in any event within ​ after the closing of such acquisition; provided that if Sangamo elects option (B), (I) such time period shall be extended, and Sangamo shall not be in breach of [Section 2.4(a) or 2.4(b)])], if at the expiration of such time period (and any extensions thereto), Sangamo provides competent evidence of reasonable ongoing efforts to divest such Competing Program; and # Sangamo shall cease all research (solely during the Research Term), development and commercialization activities with respect to such Competing Program if Sangamo has not completed such divestment within ​ after the closing of such acquisition (it being understood that Sangamo may thereafter continue its efforts to divest such asset). For clarity, if Sangamo elects option (B), the continued conduct of such Competing Program during such ​ period shall not be deemed a breach of Sangamo’s exclusivity obligations set forth herein, provided that such Competing Program is conducted independently of Sangamo’s activities under this Agreement and ​.

Acquisition of Competing Products. In the event that either Party or any of its Affiliates acquires rights to any Competing Product as the result of a merger, acquisition, combination or similar transaction with, of or by a Third Party, and as of the date of consummation of such transaction, there are on-going activities with respect to such Competing Product that are prohibited under [Section 5.10.1], then the Party who acquired (or whose Affiliate acquired) such rights to such Competing Product (“Acquiring Party”) shall notify the other Party of such transaction within ​ Business Days after the consummation of such transaction and will promptly Segregate the program and activities related to the Competing Product from its activities under this Agreement in accordance with [Section 17.14.2] and shall, within ​ months after the date of consummation of such transaction, notify the other Party in writing whether it (or its Affiliate) will:

Acquisition of Competing Program. If a Third Party becomes an Affiliate of Lytix after the Effective Date through merger, acquisition, consolidation or other similar transaction, and, as of the closing date of such transaction, such Third Party is engaged in the research, Development, Manufacture or Commercialization of a product that, if conducted by such Third Party, would cause Lytix to be in breach of its exclusivity obligations set forth in [Section 0] (a “Competing Program”), then:

Competing Acquisition” means acquisition of a Third Party or a portion of the business of a Third Party (whether by merger, stock purchase or purchase of assets) that is, prior to such acquisition, conducting one or more Competing Programs involving one or more Candidate Targets.

Acquisition of Existing Competing Program. Notwithstanding the exclusivity obligations set forth in Section 7.1, if, after the Effective Date, any Third Party becomes an Affiliate of [[Merus:Organization]] that [[Merus:Organization]] controls (as such term is defined in the definition ofAffiliate”) as a result of a merger, acquisition, consolidation, asset sale, or other similar transaction (whether in a single transaction or series of related transactions), and, as of the closing date of such transaction, such Third Party is engaged in: # the Exploitation of a compound or product; or # the licensing, conveyance, sublicensing or other grant of rights in Patents and Know-How with respect to such a compound or product, in each case of (a) and (b) that would cause [[Merus:Organization]] to breach its exclusivity obligations set forth in Section 7.1 (such activities in (a) and (b), a “Competing Program”), then [[Merus:Organization]] shall provide Lilly with written notice of such transaction promptly​, and [[Merus:Organization]] shall (or shall cause such Affiliate to), within ​ after the closing of such transaction, either: # complete a Divestiture of such Competing Program; or # wind down and terminate the Competing Program. “Divestiture,” means, ​. “Divestiture” does not mean that following the sale or transfer of rights to ​ Certain information in this document has been omitted as the information is not material and would be competitively harmful if publicly disclosed.

Competing Business. For purposes of this Agreement, the term “Competing Business” shall mean a business conducted anywhere within [the counties of Orange, San Diego, Los Angeles, San Bernardino and Riverside, in the state of California] which is located within forty (40) miles of any office or facility used by Employer or any of its Affiliates which is competitive with any business which Employer or any of its Affiliates conducts or proposes to conduct at any time during Executive’s employment with Employer or any of its Affiliates, including, without limitation, the commercial banking business and the investment advisory services business.

Competing Program. ​, Clearside shall not, and shall ensure that its Affiliates will not, directly or indirectly (independently or for or with any Third Party), including through the grant or receipt of any license to or from any Third Party, engage in ​. Each Party acknowledges and agrees that: # if, at the time of enforcement of any covenant or agreement set forth in this Section 2.6, a court shall hold that the duration or scope stated herein is unreasonable under circumstances then existing, the maximum duration or scope under such circumstances shall be substituted for the stated duration or scope and the court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by Applicable Law; and # if the courts of any one (1) or more of such jurisdictions hold any covenant or agreement set forth in this Section 2.6 unenforceable in whole or in part, such determination shall not bar or in any way adversely affect the rights of any Party hereto to equitable relief and remedies hereunder in courts of any other jurisdiction as to breaches or violations of any covenant or agreement set forth in this Section 2.6, such covenants and agreements being, for this purpose, severable into diverse and independent covenants and agreements.

Competing Product. Subject to [Section 0], Lytix may terminate this Agreement in its entirety or on a Region-by-Region basis, as determined by Lytix in its sole discretion, upon ​.

Competing Generics. In the event that one or more Third Parties sells a Competing Generic in any country in which a Product is then being sold by Lilly, then, from and after the First Commercial Sale of such Competing Generic, # if the cumulative unit volume of such Product sold in such country during a Calendar Quarter is ​, then the applicable royalties in effect with respect to such Product in such country as specified in Section 8.3.1 shall be reduced by ​ percent (​); # if the cumulative unit volume of such Product sold in such country during a Calendar Quarter is ​, then the applicable royalties in effect with respect to such Product in such country as specified in Section 8.3.1 shall be reduced by ​ percent (​); and # if the cumulative unit volume of such Product sold in such country during a Calendar Quarter is ​, then the applicable royalties in effect with respect to such Product in such country as specified in Section 8.3.1 shall be reduced by ​ percent (​). For clarity, ​.

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