conducted by Poseida, would cause Poseida to be in breach of its exclusivity obligations set forth in [Section 7.1] (such activities, a “Competing Program”):

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.

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 of “Affiliate”) 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.

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:

if such transaction results in a Change of Control of Lytix, then such new Affiliate may continue such Competing Program and such continuation will not constitute a breach of Lytix’s exclusivity obligations set forth above; provided that such new Affiliate conducts such Competing Program independently of the activities of this Agreement and does not use or access any of Verrica’s intellectual property rights or Confidential Information in the conduct of such Competing Program; and

Acquirer Engaged in Competing Program. If [[Merus:Organization]] undergoes a Change of Control and, as of the closing date of such Change of Control transaction, such Acquirer is engaged in a Competing Program or is a Lilly Competitor, then regardless of any other elections Lilly may make hereunder, [[Merus:Organization]] shall implement (as of the closing of such transaction) and enforce Firewalls for the duration of the Firewall Period.

Competing Program Exclusivity. If a Third Party becomes an assignee of this Agreement from a Party, or becomes an Affiliate of a Party after the Effective Date through merger, acquisition, consolidation, or other similar transaction, and such Third Party, as of the closing date of such transaction, is engaged in the development or commercialization of a Competing Product in the Licensee Territory (a “Competing Program”), then such Competing Program shall not be a breach of [Section 2.8(a)], so long as # such Third Party, or such Party or its Affiliates, ​, and # ​ such Competing Product. ​ of such Competing Program.

Termination of Program Exclusivity. If Lilly or any Person within Lilly charged with making such decisions in accordance with its usual internal business practices, ​. In addition, if Lilly has ceased material Development and Commercialization activities under this Agreement with respect to any Research Program (including all Collaboration Compounds, Modified Compounds, or Products within such Research Program and directed to the applicable Lilly Target or Lilly Target Pair) for a continuous period of ​.

Competing Program Exclusivity. If a Third Party becomes an assignee of this Agreement from a Party, or becomes an Affiliate of a Party after the Effective Date through merger, acquisition, consolidation, or other similar transaction, and such Third Party, as of the closing date of such transaction, is engaged in the development or commercialization of a Competing Product in the Licensee Territory (a “Competing Program”), then such Competing Program shall not be a breach of [Section 2.8(a)], so long as # such Third Party, or such Party or its Affiliates, ​, and # ​ such Competing Product. ​ of such Competing Program.

if such transaction does not result in a Change of Control of Lytix, then Lytix and its new Affiliate will have ​ months from the closing date of such transaction to wind down or complete the Divestiture of such Competing Program, and Lytix’s new Affiliate’s conduct of such Competing Program during such ​-month period will not be deemed a breach of Lytix’s exclusivity obligations set forth above; provided that such new Affiliate conducts such Competing Program during such ​-month period independently of the activities of this Agreement and does not use or access any of Verrica’s intellectual property rights or Confidential Information in the conduct of such Competing Program.