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 ​.

Exclusivity Covenant. Subject to [Section 2.6.2] (Effect of Change of Control on Exclusivity) and [Section 2.6.3] (Acquisition of Competing Product), during the Term neither Party nor its Affiliates will, directly or indirectly, # Exploit a Competing Product in the Territory or # license, sell, assign or otherwise provide rights to, or jointly develop with, a Third Party to enable such Third Party to Exploit a Competing Product in the Territory.

Exclusivity. During the Term, neither Party shall, directly or indirectly, either by itself or with or through any of its Affiliates or any Third Party (including via any arrangement or series of arrangements with a Third Party), Develop, Manufacture or Commercialize any Competing Product in the Apollomics Territory. Notwithstanding the foregoing, if [[GlycoMimetics:Organization]] intends to license Commercialization rights with respect to its compound, GMI-1359 in the Apollomics Territory, [[GlycoMimetics:Organization]] agrees to notify Apollomics of such intent at least ​ prior to such event, and Apollomics will have a first right of negotiation as to Commercialization of GMI-1359 in the Apollomics Territory. Notwithstanding Section 15.5, either Party may without such consent but with prior written notice to the other Party, assign this Agreement and its rights and obligations hereunder in connection with a Change of Control, provided that, however, if either Party’s assignee has an active program for developing, manufacturing or commercializing a Competing Product (a “Competing Program”), then, within ​ after the closing of such Change of Control transaction, such assignee shall either: # Divest the Competing Program (including all rights to the Competing Product) to a Third Party with respect to the Apollomics Territory, or # discontinue the Competing Program in the Apollomics Territory. The assigning Party shall have the right to extend such ​ period up to an additional ​ by submitting documentation supporting the extension of such request to the other Party and using Commercially Reasonable Efforts to Divest or discontinue the Competing Program. If such assignee fails to either Divest or discontinue the Competing Program in the Apollomics Territory within such ​ period, then the non-assigning Party shall have the right to terminate this Agreement upon written notice to the assigning Party without any obligation to such Party (provided, that such notice of termination must be provided within ​ after expiration of such ​ period). If the [[GlycoMimetics:Organization]] assignee

Change of Control. If, as of the date of consummation of a Change of Control of Fate, the Acquirer of Fate in such Change of Control transaction is conducting on-going activities with respect to a Competing Product that are prohibited under [Section 5.10.1], the restrictions in [Section 5.10.1] shall not preclude the Acquirer from conducting such activities with respect to such Competing Product after the consummation of the Change of Control transaction, so long as during the applicable Exclusivity Period the Acquirer Segregates the program and activities related to the Competing Product from Fate’s activities under this Agreement in accordance with [Section 17.14.2].

“Divestiture” means the sale or transfer of rights to the Competing Program or Competing Product, as applicable, to a Third Party without receiving a continuing share of profit, royalty payment or other economic interest in the success of such Competing Program or Competing Product, as applicable.

Competing Activity. The Administrator may cancel, rescind, withhold or otherwise limit or restrict any Award at any time if the Participant is not in compliance with all applicable provisions of the Award agreement, the Plan, and such Participant’s employment agreement or if the Participant breaches any agreement with the Company or its Affiliates with respect to non-competition, non-solicitation or confidentiality, including without limitation, such Participant’s employment agreement with the Company or its Affiliates.

Competing Products. If the Acquirer or any of its Affiliates is Developing or Commercializing a Competing Product in the Field, then the Acquirer shall Segregate the program and activities related to such Competing Product, including by:

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 Business. Activities, products, or services that are the same as or similar to any of those included in the definition of Company Business.

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, ​.