Acquired Competing Products. Notwithstanding Sections 2.4(a) and 2.4(b),
Acquired Competing Products. If after the Effective Date, (i) a Party (or any of its Affiliates) acquires any Third Party (or business or assets of a Third Party) (by merger, purchase of assets, stock acquisition or otherwise) and, as a result of such transaction, obtains rights (via ownership or otherwise) to a Competing Product, or (ii) a Party is acquired by a Third Party (by merger, purchase of assets, stock acquisition or otherwise, including as a result of a Change of Control with a Person who (itself or any of its affiliates) owns or controls a Competing Product) that owns or controls a Competing Product immediately prior to such transaction, and, as a result of such transaction under the preceding sub-clause (i) or (ii), such Party (or any of its Affiliates) (the “Acquiring Competing Product Party”) would be in breach of the provisions of Section 2.9.1 (such Competing Product, an “Acquired Competing Product”), then such Acquiring Competing Product Party (and its Affiliates) will not be deemed to be in breach of Section 2.9.1 so long as such Acquiring Competing Product Party (and its Affiliates, as applicable) no later than [ * ] months following such transaction, undertakes at least one of the following: (a) sells, transfers and assigns to a Third Party all of the Acquiring Competing Product Party’s (and its Affiliates’) rights to such Acquired Competing Product -40- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED
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):
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.
