Acquisition of a Competing Product. Licensee will not be in breach of the restrictions set forth in this Section 2.7 (Exclusivity Covenants) if Licensee or any of its Affiliates acquires a Competing Product that is being Exploited in Japan in a manner that would breach Section 2.7 (Exclusivity Covenants) if conducted by Licensee through an acquisition of, or a merger with, the whole or substantially the whole of a business or assets of another Person, so long as Licensee or the applicable Affiliate (a) enters into a definitive agreement with a Third Party to divest (whether by exclusive out-license or otherwise) such Competing Product in Japan and closes such transaction within [***] days after the closing of such acquisition or merger or (b) terminates the further Exploitation of such Competing Product in Japan within [***] days after the closing of such acquisition or merger, and, until the completion of such divestiture or termination, (i) no Licensor Technology or Licensee Collaboration Technology is used by or on behalf of Licensee or its Affiliates in connection with any subsequent Exploitation of such Competing Products in Japan and (ii) Licensee and its Affiliates institute commercially reasonable technical and
Acquisition of a Competing Product. Neither Party will be in breach of the restrictions set forth in this Section 2.8 (Exclusivity Covenants) if such Party or any of its Affiliates or licensees or Sublicensees acquires a Competing Product that is being Exploited in the Territory in a manner that would otherwise breach Section 2.8 (Exclusivity Covenants), through an
Acquisition of a Competing Product. Notwithstanding Section 2.7.1 (Exclusivity), if a Party or any of its Affiliates acquires rights to a Competing Product as the result of a merger or acquisition with or of a Third Party other than a Change of Control where such Party or any of its Affiliates is the acquired entity (each, an “Acquisition Transaction”), such Party or such Affiliate will, [***] notify the other Party in writing of such acquisition and that such Party or its Affiliate will Divest its rights to such Competing Product, in which case, within [***], such Party or its Affiliate will Divest such Competing Product. Prior to the time of divestiture, the applicable Party and its Affiliates will segregate all research, development, manufacturing or commercialization activities relating to the Competing Product from Development, Manufacture and Commercialization activities with respect to Licensed Compounds or Licensed Products under this Agreement, including ensuring that (a) no personnel involved in performing research, development, manufacturing or commercialization activities with respect to such Competing Product have access to non-public plans or information relating to the Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products under this Agreement and (b) no personnel involved in performing Development, Manufacture or Commercialization activities with respect to Licensed Compounds or Licensed Products under this Agreement have access to non-public plans or information relating to the discovery, research, development, manufacture or commercialization of such Competing Product.
Acquisition of a Competing Product. The Parties acknowledge that after the Execution Date a Party or any of its Affiliates may in-license or otherwise acquire rights (including through any merger or business combination but excluding through a Change of Control) to perform activities with respect to a Competing Product that would violate Section 2.4(a) (such Competing Product, an “Acquired Product”). [***] provided that, (i) [***] within the immediately following clause (ii) which such Party or its applicable Affiliate(s) shall take [***], and (ii) notwithstanding anything to the contrary in this Agreement, (A) [***], such Party and its Affiliates shall [***], or (B) [***], such Party (and all of its Affiliates) shall [***]. During the period between the closing of a transaction to acquire rights to an Acquired Product and the date that the applicable Party [***], such Party must [***]; provided that, [***].
Acquisition of a Competing Product. (a) Notwithstanding the restrictions set forth in Section 3.1.1, in the event that a Party (the “Acquiring Party”) effects a Business Combination Transaction with a Third Party that as of the date of the closing of such transaction would be Developing or Commercializing a Competing Product in any Country in the Territory (such product, an “Acquired Competing Product”) or enters into any agreement with respect to any such Business Combination Transaction, and the Acquiring Party is informed by a Governmental Authority that it or, if applicable, its acquiror, will be required as a condition to such Business Combination Transaction either to (i) divest such Acquired Competing Product or (ii) divest its interest in the Collaboration, then not later than ** after receipt of notice of such requirement from such Governmental Authority, the Acquiring Party shall notify the other Party in writing of such requirement and whether the Acquiring Party intends to (1) divest such Acquired Competing Product or to (2) divest its interest in the Collaboration (x) if the Licensed Product under the Collaboration is Commercialized, by terminating this Agreement pursuant to Section 14.3 or selling its interest in the Collaboration pursuant to Section 3.1.2(b) below and (y) if the Licensed Product under the Collaboration is in the Development stage, solely with respect to Pfizer, by terminating this Agreement pursuant to Section 14.3, which divestiture, sale or termination may be conditioned upon the consummation of such Business Combination Transaction. If the Acquiring Party notifies that other Party that it intends to divest such Acquired Competing Product, the Acquiring Party shall have ** following the consummation of the Business Combination Transaction to divest such Acquired Competing Product; provided, that Pfizer shall continue its Development and/or Commercialization activities hereunder for such ** period.
