Acquired Competing Products. Without limiting the provisions of Section 7.5.2, if after the Execution Date, Celgene (or any of its Affiliates) acquires any Third Party (or business or assets of a Third Party) or is acquired by a Third Party (in either case, by merger, purchase of assets, stock acquisition or otherwise) and as a result of such transaction, Celgene (or any of its Affiliates) obtains rights (via ownership or otherwise) to a Competing Product such that Celgene (or its Affiliate) would be in breach of the provisions of Section 7.5.1 (and none of the exceptions in Section 7.5.2 apply) (an “Acquired Competing Product”), then Celgene (and its Affiliates) will not be deemed to be in breach of Section 7.5.1, and Celgene will, at its option, no later than [...***...] following Celgene’s (or its Affiliate’s, as applicable) acquisition of such Acquired Competing Product, undertake at least one of the following (and in the event rights to multiple Acquired Competing Products are so acquired, Celgene will have the right to choose the applicable alternative(s), on an Acquired Competing Product-by-Acquired Competing Product basis):
(a) offer to enter into an amendment to this Agreement with BeiGene whereby Celgene would grant to BeiGene a reasonable economic benefit from the sale of the Acquired Competing Product in the Field in the Celgene Territory in order to account for the * Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. erosion of the royalties for the Licensed Product hereunder in the Field in the Celgene Territory during the Term, as applicable, and in such case, the Parties will negotiate in good faith and, if they reach mutual agreement, enter into (but subject to Celgene’s and BeiGene’s respective final management approval which can be given in their absolute discretion) such amendment;
(b) enter into a binding written agreement with a Third Party to sell, transfer, assign, exclusively license or divest Celgene’s (and its Affiliates) rights to clinically develop and sell such Acquired Competing Product in the Field in the Celgene Territory during the Term (provided that, for the avoidance of doubt, Celgene may continue to retain an economic interest therein (e.g., upfront payments, milestone payments, royalties, etc.));
(c) cease or terminate the activities with respect to the Acquired Competing Product during the Term which are in breach of the provisions of Sectio...
Acquired Competing Products. Notwithstanding Sections 2.4(a) and 2.4(b),
(a) if Kite or its Affiliate enters into either a Competing Collaboration with one or more Directly Competing Product(s) or a Competing Acquisition where the primary purpose of such Competing Acquisition was to obtain Directly Competing Products, then Kite shall have [*] following the effective date of the closing of such transaction to elect one of the following actions with respect to such Acquired Competing Product(s) upon written notice to Sangamo: [*]; and
(b) if Kite or its Affiliate acquires one or more Directly Competing Product(s) in a Competing Acquisition where acquisition of such Directly Competing Product(s) was not the primary purpose of such Competing Acquisition, then Kite shall have [*] following the effective date of the closing of such Competing Acquisition to elect one of the following actions with respect to each such Acquired Competing Product upon written notice to Sangamo: [*]. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
Acquired Competing Products. Notwithstanding Sections 2.4(a) and 2.4(b),
Acquired Competing Products. (a) If a Party (the “Subject Party”) is acquired by, acquires or merges with or into a Third Party and the entity which the Subject Party acquires or is acquired by or with which it merges is directly or indirectly marketing, promoting, advertising, selling or offering to sell (or collaborating with a Third Party pursuant to a Third Party Collaboration to do any of the foregoing) a Competing Product, then the Subject Party shall use reasonable commercial efforts to divest or exclusively out-license its rights to such Competing Product to a Third Party as soon as is practicable. In the event the Subject Party is unable to divest or exclusively out-license such Competing Product to a Third Party within ******** of the consummation of such acquisition or merger, such Party shall not directly or indirectly conduct any further marketing, promoting, advertising, selling or offering to sell activities (or collaborate with a Third Party pursuant to a Third Party Collaboration to do any of the foregoing) with respect to such Competing Product until the Non-Compete Period has expired. Notwithstanding the foregoing, the Subject Party shall be permitted to complete clinical trials and other studies which were on-going at the time such Competing Product was acquired.
(b) Notwithstanding the foregoing paragraph (a), if Novartis is the Subject Party, it shall have the right, exercisable within ******** of the consummation of such acquisition or merger, to elect to retain rights to the Competing Product, in which case, (i) it shall pay royalties on Net Sales of the Competing Product as if it were a Product hereunder during the Non-Compete Period or (ii) if the Competing Product is being sold by a Third Party pursuant to a Third Party Collaboration, it shall pay royalties on payments received by it in respect of sales of or profits earned on the Competing Product.
