Common use of Acquisition of Competing Product Clause in Contracts

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. 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**] twelve (12) months 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**] Enzon’s Net Sales of such Competing Product as though such product were a Product.

Acquisition of Competing Product. Notwithstanding the provisions of Section 2.57.4, which provisions shall not be deemed breached as a result of an acquisition or merger described in this Section 2.6 7.5 (unless such acquisition or merger involves a Third Party whose sole pharmaceutical product is a Competing Product), if Enzon Pfizer 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 Pfizer shall, within ninety sixty (9060) days from the date of the closing Pfizer’s board approval of such Acquisition Transaction, notify Santaris Incyte of such Acquisition Transaction and as to whether Enzon Pfizer (i) is required by a Governmental Authority to, or elects to, divest its right to develop or commercialize interest in such Competing Product or (ii) elects to retain such Competing Product. If Enzon Pfizer is required or elects to divest its interest in such Competing Product, then Enzon Pfizer shall use reasonable efforts to identify a Third Party purchaser to whom Enzon Pfizer 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 circumstances (which may be subject to receive licensing fees, royalty payments, or any other form the terms of compensation from such Third Partya Hold Separate *** Confidential material redacted and filed separately with the Commission. Transaction (as defined below) as applicable). If Enzon Pfizer fails to enter into a definitive agreement with a Third Party to divest such Competing Product Products (other than as part of any Hold Separate Transaction) within [**Redacted**] six (6) months after the closing of the acquisition or merger for which Enzon Pfizer has provided Santaris Incyte with notice, or if Enzon such divestiture is subject to the terms of a Hold Separate Transaction, within twelve (12) months after the closing of the acquisition or merger for which Pfizer has provided Incyte with notice, then Pfizer will ***. If Pfizer elects not to divest retain such Competing Product, then Enzon Pfizer will pay royalties to Santaris on [**Redacted**] as though such product were a Product.