Acquisition of Competing Product. Notwithstanding the provisions of Section 2.5, which provisions shall not be deemed breached as a result of an acquisition or merger described in this Section 2.6 (unless such acquisition or merger involves a Third Party whose sole pharmaceutical product is a Competing Product), if Enzon acquires a Competing Product through an acquisition of the whole or substantially the whole of the business or assets of another Person or through a merger with another Person (each, an “Acquisition Transaction”), then Enzon shall, within ninety (90) days from the date of the closing of such Acquisition Transaction, notify Santaris of such Acquisition Transaction and as to whether Enzon (i) is required by a Governmental Authority to, or elects to, divest its right to develop or commercialize such Competing Product or (ii) elects to retain such Competing Product. If Enzon is required or elects to divest its interest in such Competing Product, then Enzon shall use reasonable efforts to identify a Third Party purchaser to whom Enzon will divest its interest in such Competing Product and to enter into a definitive agreement with such Third Party for such divestiture as soon as reasonably practicable under the circumstances; provided, however, that it is understood that nothing shall limit Enzon’s right to receive licensing fees, royalty payments, or any other form of compensation from such Third Party. If Enzon fails to enter into a definitive agreement with a Third Party to divest such Competing Product within [**Redacted**] after the closing of the acquisition or merger for which Enzon has provided Santaris with notice, or if Enzon elects not to divest such Competing Product, then Enzon will pay royalties to Santaris on [**Redacted**] as though such product were a Product.
Acquisition of Competing Product. In the event that a Third Party becomes an Affiliate of a Party after the Effective Date through merger, acquisition, consolidation or other similar transaction, and as of the closing date of such transaction, such Third Party is engaged in the research, development, manufacture or commercialization of a product that, if conducted by such Party, would cause such Party to be in breach of its exclusivity obligations set forth above (a “Competing Program”), then:
(i) if such transaction results in a Change of Control of such Party, then such new Affiliate shall have the right to continue such Competing Program and such continuation shall not constitute a breach of such Party’s exclusivity obligations set forth in Section 2.6(a) or 2.6(b), respectively; provided that such new Affiliate conducts such Competing Program independently of the activities of this Agreement and does not use any of the other Party’s intellectual property rights or Confidential Information (except as may be separately licensed by such other Party to such new Affiliate) in the conduct of such Competing Program; and
(ii) if such transaction does not result in a Change of Control of such Party, then such Party and its new Affiliate shall have twelve (12) months from the closing date of such transaction to wind down or complete the divestiture of such Competing Program, and its new Affiliate’s conduct of such Competing Program during such twelve (12)-month period shall not be deemed a breach of such Party’s exclusivity obligations set forth above; provided that such new Affiliate conducts such Competing Program during such twelve (12)-month period independently of the activities of this Agreement and does not use any of the other Party’s intellectual property or Confidential Information (except as may be separately licensed by such other Party to such new Affiliate) in the conduct of such Competing Program. “Divestiture”, as used in this Section 2.6(e)(ii), means the sale or transfer of rights to the Competing Program to a Third Party without receiving a continuing share of profit, royalty payment or other economic interest in the success of such Competing Program.
Acquisition of Competing Product. Notwithstanding any other provision hereof, the restrictions relating to assays described in Section 3 above do not apply to, and shall not restrict, on a product-by-product basis, the commercialization of an Existing Competing Product (as defined below) acquired as part of an acquisition of a third party or business by Applera or any Affiliate, nor shall any such provision prohibit an acquirer of Applera from continuing to commercialize an Existing Competing Product following its acquisition of Applera.
Acquisition of Competing Product. In the event that either Party acquires a Competing Product in the Territory as a result of a merger with, or acquisition of control over the business or assets of a Third Party, or is acquired by a Third Party who controls such a Competing Product, that party (a) must give prompt written notice of the date of closing of such transaction, and (b) shall have a period of eighteen (18) months following the closing of such merger, consolidation or acquisition to divest, or have divested, the Competing Product in the Territory before the other Party may exercise its termination rights stipulated for in Section 11.1 of this Agreement.
Acquisition of Competing Product. 10.7.1 Notwithstanding the provisions of Section 10.6, if a Party or any of its Affiliates (such Party, the “Competing Party”) acquires rights to research, develop, manufacture, or commercialize a product in the applicable Field as the result of a merger, acquisition or combination with or of a Third Party other than a Change of Control of such Party (each, an “Acquisition Transaction”) and, on the date of the closing of such Acquisition Transaction, such product is being researched, developed, manufactured or commercialized and such activities would, but for the provisions of this Section 10.7, constitute a breach of Section 10.6 (such product, a “Competing Product”), the Competing Party or such Affiliate will, within [***] notify the other Party in writing of such acquisition and either:
(a) [***];
(b) [***]; or
(c) [***].
10.7.2 During the discussion period under Section 10.7.1(a), prior to the time of divestiture pursuant to Section 10.7.1(b) or prior to the termination of activities pursuant to Section 10.7.1(c), as applicable, the Competing Party and its Affiliates will [***].
Acquisition of Competing Product. In the event that a Third Party becomes an Affiliate of a Party after the Effective Date through merger, acquisition,
Acquisition of Competing Product. Notwithstanding Section 2.7(a), during the Term, in the event that (i) a Party obtains a Competing Product as a result of a merger with, or acquisition of or by, any Third Party in the Territory, then the Party that obtained the Competing Product in the Territory, shall, within [ * ] ([ * ]) days after the closing of such merger or acquisition, either (A) upon the election of either Party, enter into a binding written agreement whereby such Party grants an economic benefit to the other Party in exchange for any erosion of the market for the Product in the Territory, it being understood that neither Party shall be obligated to enter into such an agreement; provided that if the Parties fail to enter into such agreement within [ * ] ([ * ]) days, then the Party acquiring such a Competing Product shall comply with the terms of subsection (B) or (C); (B) enter into a binding written agreement to sell, transfer, assign or divest all of its rights in and to such Competing Product in the Territory to a Third Party and consummate the sale, transfer, assignment or divestiture of its rights not later than [ * ] following the acquisition of such Competing Product; or (C) terminate the development and/or commercialization of such Competing Product in the Territory, as applicable, within [ * ] ([ * ]) days following the acquisition of the Competing Product (unless and to the extent required to continue commercialization of such Competing Product by a governmental authority, in which case the Parties shall enter into a mutually acceptable agreement of the type contemplated by the foregoing clause (A)).
Acquisition of Competing Product. Notwithstanding the provisions of Section 3.6 or 3.7, during the period beginning on the Signature Date and ending on the expiration or termination of this Agreement, if a Party or any of its Affiliates (such Party referred to as the “Distracted Party”) acquires rights to [***] a Competing Product as the result of a merger, acquisition or combination with or of a Third Party (each, an “Acquisition Transaction”) other than an Change of Control of Party (in which event applicable terms of Section 3.9, and not this Section 3.8, shall apply) and, on the date of the completion of such Acquisition Transaction, such Competing Product is being [***] and such activity(ies) would, but for the provisions of this Section 3.8, constitute a breach of Section 3.6 or 3.7, then the Distracted Party or such Affiliate shall, [***]. If the Distracted Party or its Affiliate [***].
Acquisition of Competing Product. In the event that a Third Party becomes an Affiliate of Theravance after the Effective Date through merger, acquisition, consolidation or other similar transaction, and as of the closing date of such transaction, such Third Party is engaged in the research, development, manufacture or commercialization of a product that, if conducted by Theravance, would cause Theravance to be in breach of its exclusivity obligations set forth above in this Section 2.6 (a “Competing Program”), then:
Acquisition of Competing Product. Pfizer will not be deemed to be in breach of the restrictions set forth in Section 12.1 if Pfizer or any of its Affiliates acquires a Competing Product through an acquisition of or a merger with the whole or substantially the whole of the business or assets of another entity, so long as Pfizer (or its Affiliate) (a) enters into a definitive agreement with a Third Party to divest such Competing Product (other than as part of any Hold Separate Transaction) within [***] after the closing of such acquisition or merger, or, if such divestiture is subject to the terms of a Hold Separate Transaction, within twelve (12) months after the closing of the acquisition or merger, or (b) discontinues sales of the Competing Product no later than [***] after the closing of such acquisition or merger.
