Common use of Acquired Programs Clause in Contracts

Acquired Programs. 17.15.3.1. Notwithstanding Section 17.15.1 (Use of Affiliates) or anything to the contrary in this Agreement, in the event of either (a) an acquisition of a Party or its business after the Effective Date by an Acquirer whether by merger, asset purchase or otherwise, or (b) an acquisition by a Party CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. after the Effective Date of the business or assets of a Third Party, whether by merger, asset purchase or otherwise, that includes any program(s) of the acquired Third Party that but for this Section 17.15.3, would violate Section 13.5 (Exclusivity) (each such program, a “Competing Program,” and such acquired business or assets, an “Acquired Business”), then, in either case ((a) or (b)), the Acquirer or Acquired Business, and any Affiliate of the Acquirer or Acquired Business that becomes an Affiliate of the acquired or acquiring Party as a result of such acquisition (but excluding the acquired Party), shall not be subject to the restrictions in Section 13.5 (Exclusivity) as to: (i) any such Competing Programs in existence prior to the closing date of such acquisition, or for the subsequent development and commercialization of such Competing Programs (including new products from any such Competing Programs), and (ii) any new programs after the closing date of such acquisition, or for the development and commercialization of any such new programs (and products therefrom); provided, however, that no Know-How or Patent Rights of the other Party are used by or on behalf of the Acquirer of the acquired Party (or any Affiliate of such Acquirer) in more than a de minimis fashion in connection with such subsequent development and commercialization of any Competing Programs or new programs described in either clause (i) or (ii). 17.15.3.2. In addition, notwithstanding Section 17.15.1 (Use of Affiliates) or anything to the contrary in this Agreement, in the event of an acquisition by a Party after the Effective Date of an Acquired Business that includes a Competing Program that is the lead development program (if such Acquired Business has no commercial products) or lead commercial product (i.e. its product with the highest net sales) for such Acquired Business and its Affiliates, the acquiring Party (a) if Genzyme, shall elect, at [***]; or (b) if Voyager, [***].

Acquired Programs. 17.15.3.1. (a) Notwithstanding Section 17.15.1 (Use of Affiliates) or anything to the contrary in this Agreement, in the event of either (a) an acquisition of a Party or its business after the Effective Option Exercise Date by a Third Party (an Acquirer “Acquirer”) whether by merger, asset purchase or otherwise, or (b) an acquisition by a Party CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. after the Effective Date of the business or assets of a Third Party, whether by merger, asset purchase or otherwise, that includes otherwise and such Acquirer controls any program(s) of the acquired Third Party that but for this Section 17.15.312.2.2, would violate Section 13.5 (Exclusivity) 12.2.1 (each such program, a “Competing Program,” and such acquired business or assets, an “Acquired Business”), then, in either case ((a) or (b)), then the Acquirer or Acquired Business, and any Affiliate of the Acquirer or Acquired Business that becomes an Affiliate of the acquired or acquiring Party as a result of such acquisition (but excluding the acquired Party), shall not be subject to the restrictions in Section 13.5 (Exclusivity) 12.2.1 as to: (i) to any such Competing Programs in existence prior to the closing date of such acquisition, or for the subsequent development Development and commercialization Commercialization of such Competing Programs (including new products from any such Competing Programs), and (ii) any new programs after the closing date of such acquisition, or for the development and commercialization of any such new programs (and products therefrom); provided, however, that no Know-How or Patent Rights Patents of the other Party are used by or on behalf of the Acquirer of the acquired Party (or any Affiliate of such Acquirer) in more than a de minimis fashion in connection with such subsequent development Development and commercialization Commercialization of any Competing Programs or new programs described in either clause (i) or (ii)Programs. 17.15.3.2. In addition, notwithstanding Section 17.15.1 (Use of Affiliatesb) or Notwithstanding anything to the contrary in this Agreement, in the event a Party or any of its Affiliates (the “Acquiring Party”) acquires or otherwise obtains rights to Develop or Commercialize any Exclusivity Product as the result of any license, merger, acquisition, reorganization, consolidation or combination with or of a Third Party or change of control of such Party or any other transaction (each, an “Acquisition Transaction”, and the Third Party involved in such transaction, the “Acquisition Third Party”) and, on the date of the completion of such Acquisition Transaction, such Exclusivity Product is being Developed or Commercialized in or by such Acquisition Third Party in a matter that, if done by such Party, would violate such Party’s exclusivity obligations in Section 12.2.1, then the Acquiring Party or such Affiliate will, within [***] after the closing of such Acquisition Transaction, provide written notice to the other Party that the Acquiring Party or such Affiliate has acquired rights to Develop or Commercialize a Exclusivity Product as a result of an acquisition by a Party Acquisition Transaction. Within [***] after the Effective Date receipt of an Acquired Business that includes such notice, the Acquiring Party will (i) give notice of its intent to divest its rights to such Exclusivity Product, or (ii) cease the Development and Commercialization of such Exclusivity Product. Alternatively, the Parties may, upon mutual written agreement, elect to include such Exclusivity Product as if it were a Competing Program that is the lead development program “Product” for all purposes of this Agreement (if such Acquired Business has no commercial products) or lead commercial product (i.e. its product including determination of Net Sales, milestone payments, and other payments, consistent with the highest net sales) for terms of this Agreement, provided that any such Acquired Business and its Affiliatespayments will be payable on such Exclusivity Product in addition to being payable on all Products), which election will be effective retroactively to the acquiring Party (a) if Genzyme, shall elect, at date of the closing of such Acquisition Transaction. [***]; or (b) if Voyager, . Certain information marked as [***]] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Acquired Programs. 17.15.3.1. (i) Notwithstanding Section 17.15.1 (Use of Affiliates) or anything to the contrary in this Agreement, in the event of either (a) an acquisition of a Party or its business after the Effective Date by a Third Party (an Acquirer “Acquirer”) whether by merger, asset purchase or otherwise, or (b) an acquisition by a Party CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. after the Effective Date of the business or assets of a Third Party, whether by merger, asset purchase or otherwise, that includes otherwise and such Acquirer controls any program(s) of the acquired Third Party that but for this Section 17.15.315.6(d), would violate Section 13.5 (Exclusivity) 7.6 (each such program, a “Competing Program,” and such acquired business or assets, an “Acquired Business”), then, in either case ((a) or (b)), then the Acquirer or Acquired Business, and any Affiliate of the Acquirer or Acquired Business that becomes an Affiliate of the acquired or acquiring Party as a result of such acquisition (but excluding the acquired Party), shall not be subject to the restrictions in Section 13.5 (Exclusivity) 7.6 as to: (i) to any such Competing Programs in existence prior to the closing date of such acquisition, or for the subsequent development and commercialization of such Competing Programs (including new products from any such Competing Programs), and (ii) any new programs after the closing date of such acquisition, or for the development and commercialization of any such new programs (and products therefrom); provided, however, that no Know-How Information or Patent Rights Patents of the other Party are used by or on behalf of the Acquirer of the acquired Party (or any Affiliate of such Acquirer) in more than a de minimis fashion in connection with such subsequent development and commercialization of any Competing Programs or new programs described in either clause (i) or Programs. (ii). 17.15.3.2. ) In addition, notwithstanding Section 17.15.1 (Use of Affiliates) or anything to the contrary in this Agreement, in the event a Party or any of its Affiliates (the “Acquiring Party”) acquires or otherwise obtains rights to research, develop, manufacture or commercialize any Alternative Product as the result of any license, merger, acquisition, reorganization, consolidation or combination with or of a Third Party or change of control of such Party or any other transaction (each, an “Acquisition Transaction”, and the Third Party involved in such transaction, the “Acquisition Third Party”) and, on the date of the completion of such Acquisition Transaction, such Alternative Product is being researched, developed, manufactured or commercialized in or by such Third Party in a matter that, if done by such Party, would violate such Party’s exclusivity obligations in Section 7.6, then the Acquiring Party or such Affiliate will, within […***…] days after the closing of such Acquisition Transaction provide written notice to the other Party that the Acquiring Party or such Affiliate has acquired rights to research, develop, manufacture or commercialize an Alternative Product as a result of an acquisition by a Party Acquisition Transaction. Within […***…] days after the Effective Date receipt of an Acquired Business such notice, the other Party will provide written notice to the Acquiring Party or such Affiliate that includes a Competing Program that is the lead development program other Party elects to (if a) […***…] or (b) […***…]. Alternatively, the Parties may, upon mutual written agreement, elect […***…] which election will be effective retroactively to the date of the closing of such Acquired Business has no commercial productsAcquisition Transaction. If the other Party provides notice as described in clause (a) or lead commercial product (i.e. its product with of the highest net sales) for such Acquired Business preceding sentence, the Acquiring Party and its Affiliates, the acquiring Party (a) if Genzymeapplicable, shall elect, at will […***]; or …] within […***…] after receipt of the other Party’s notice, and if the other Party provides notice as described in clause (b) of the preceding sentence, the Acquiring Party, and its Affiliates if Voyagerapplicable, will […***…]. Notwithstanding the foregoing, the other Party may not elect to require the Acquiring Party or its Affiliates to […***…] to the extent that […***…] would result in a Party’s or its Affiliates’ violation of Applicable Law or breach of any agreement which the Acquisition Third Party executed with a Third Party (or any Affiliate thereof) prior to signing the definitive agreement for the Acquisition Transaction (a “Pre-Acquisition Agreement”). If the Acquiring Party or its Affiliates is unable to (x) […***…] within the […***…] period specified above or (y) […***…] because doing so would violate applicable Law or breach a Pre-Acquisition Agreement, then […***…]. For purposes hereof, “Alternative Product” means […***…].