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 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. 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 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:
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:
Acquisition of Competing Product. If a Third Party becomes an Affiliate of VYNE 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 Development, Manufacture or Commercialization of any product containing or comprising a BETi that, if conducted by VYNE, would cause VYNE to be in breach of its exclusivity obligations set forth in Section 2.5 (a “Competing Program”), then:
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. Notwithstanding Section 2.5(a), in the event that (i) a Party obtains any Competing Product being developed and/or commercialized in the Territory as a result of a merger with, or acquisition of or by, any Third Party, and (ii) as of such time, Xxxxxx (or its Affiliate, licensee, Distributor or Sublicensee) is developing and/or commercializing the Product in the Territory, then the Party that obtained such a Competing Product 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 to a Third Party and consummate the sale, transfer, assignment or divestiture of its rights not later than [ * ] ([ * ]) year following the acquisition of such Competing Product; or (C) terminate the development and/or commercialization of such Competing Product 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. Notwithstanding Section 10.6(a), in the event that (i) a Party or any of its Affiliates acquires, or is acquired by, a Person, (ii) a Party or any of its Affiliates acquires all or substantially all of the business or assets of a Person, or (iii) a Person acquires all or substantially all of the business or assets of a Party (in each case whether by merger, stock purchase, change of control or purchase of assets) (each of the foregoing subsections (i), (ii) and (iii), a “Competing Product Transaction”), and with respect to the foregoing (i), (ii) and (iii), such Person or any of its Affiliates is, prior to or as of the date of such transaction, engaged in any activities that would violate Section 10.6(a) if conducted by a Party (such activities, a “Competing Program”), such Party shall promptly provide (or cause to be provided) written notice to the other Party of such Competing Product Transaction within [***] Business Days of the closing of such transaction, which notice shall specify whether such Party and its Affiliates (including, for clarity, any Persons that become Affiliates in connection with or following the Competing Product Transaction) will (1) divest the Competing Program, or (2) terminate the Competing Program. Notwithstanding the foregoing, solely in the event that TBIL is acquired by a Person with a Competing Program, such Competing Program can, subject to the obligations set forth in Section 10.6(b)(iii), be maintained. For the avoidance of doubt, and notwithstanding anything to the contrary herein, neither Party nor its Affiliates may acquire a Competing Program on a standalone basis. ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
