Common use of Acquisition of Competing Product Clause in Contracts

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. In the event that a Third Party becomes an Affiliate of a Party 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 such PartyTheravance, would cause such Party Theravance to be in breach of its exclusivity obligations set forth above in this Section 2.6 (a “"Competing Program”"), then: (i) if such transaction results in a Change of Control of such PartyTheravance, 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 Theravance's exclusivity obligations set forth in this Section 2.6(a) or 2.6(b), respectively2.6; 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 Xxxxxxx'x intellectual property rights or Confidential Information (except as may be separately licensed by such other Party Xxxxxxx 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 PartyTheravance, then such Party Theravance 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 's conduct of such Competing Program during such twelve (12)-month [***] period shall not be deemed a breach of such Party’s Theravance'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 Xxxxxxx'x intellectual property or Confidential Information (except as may be separately licensed by such other Party Xxxxxxx to such new Affiliate) in the conduct of such Competing Program***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. “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.CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ​

Acquisition of Competing Product. In the event that If a Third Party becomes an Affiliate of a Party 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 researchDevelopment, development, manufacture Manufacture or commercialization Commercialization of any product containing or comprising a product BETi that, if conducted by such PartyVYNE, would cause such Party VYNE to be in breach of its exclusivity obligations set forth above in Section 2.5 (a “Competing Program”), then: (ia) if such transaction results in a Change of Control of such PartyVYNE or any Affiliate that controls VYNE, then such new Affiliate shall have the right to may continue such Competing Program and such continuation shall will not constitute a breach of such PartyVYNE’s exclusivity obligations set forth in Section 2.6(a) or 2.6(b), respectivelyabove; provided that (i) such new Affiliate conducts such Competing Program independently of the activities of this Agreement and Agreement, 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) In4Derm Technology in the conduct of such Competing ProgramProgram and does not have access to any non-public In4Derm Technology or Confidential Information of In4Derm; (ii) VYNE shall implement and maintain reasonable measures to segregate the In4Derm Technology in order to comply with this clause (including firewalls and screens (whether technical or physical) between VYNE and the Affiliate), and (iii) at In4Derm’s request, VYNE shall promptly provide In4Derm with reasonable details of such measures; and (iib) if such transaction does not result in a Change of Control of such PartyVYNE, then such Party VYNE and its new Affiliate shall will have twelve nine (129) months from the closing date of such transaction to either wind down and terminate such Competing Program or complete the divestiture Divestiture of such Competing Program, and its VYNE’s new Affiliate’s conduct of such Competing Program during such twelve nine (12)-month 9)-month period shall will not be deemed to be a breach of such PartyVYNE’s exclusivity obligations set forth above; provided that (i) such new Affiliate conducts such Competing Program during such twelve nine (12)-month 9)-month period independently of the activities of this Agreement and Agreement, 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) In4Derm Technology in the conduct of such Competing Program. “Divestiture”, as used in this Section 2.6(e)(ii), means the sale Program and does not have access to any non-public In4Derm Technology or transfer Confidential Information of rights In4Derm; (ii) VYNE shall implement and maintain reasonable measures 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.254821559 v1

Acquisition of Competing Product. In the event that If a Third Party becomes an Affiliate of a Party 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 researchDevelopment, development, manufacture Manufacture or commercialization Commercialization of any product containing or comprising a product BETi that, if conducted by such PartyVYNE, would cause such Party VYNE to be in breach of its exclusivity obligations set forth above in Section 2.5 (a “Competing Program”), then: (ia) if such transaction results in a Change of Control of such PartyVYNE or any Affiliate that controls VYNE, then such new Affiliate shall have the right to may continue such Competing Program and such continuation shall will not constitute a breach of such PartyVYNE’s exclusivity obligations set forth in Section 2.6(a) or 2.6(b), respectivelyabove; provided that (i) such new Affiliate conducts such Competing Program independently of the activities of this Agreement and Agreement, 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) Tay Technology in the conduct of such Competing ProgramProgram and does not have access to any non-public Tay Technology or Confidential Information of Tay; (ii) VYNE shall implement and maintain reasonable measures to segregate the Tay Technology in order to comply with this clause (including firewalls and screens (whether technical or physical) between VYNE and the Affiliate), and (iii) at Tay’s request, VYNE shall promptly provide Tay with reasonable details of such measures; and (iib) if such transaction does not result in a Change of Control of such PartyVYNE, then such Party VYNE and its new Affiliate shall will have twelve nine (129) months from the closing date of such transaction to either wind down and terminate such Competing Program or complete the divestiture Divestiture of such Competing Program, and its VYNE’s new Affiliate’s conduct of such Competing Program during such twelve nine (12)-month 9)-month period shall will not be deemed to be a breach of such PartyVYNE’s exclusivity obligations set forth above; provided that (i) such new Affiliate conducts such Competing Program during such twelve nine (12)-month 9)-month period independently of the activities of this Agreement and Agreement, 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) Tay Technology in the conduct of such Competing ProgramProgram and does not have access to any non-public Tay Technology or Confidential Information of Tay; (ii) VYNE shall implement and maintain reasonable measures to segregate the Tay Technology in order to comply with this clause (including firewalls and screens (whether technical or physical) between VYNE and the Affiliate) and (iii) at Tay’s request, VYNE shall promptly provide Tay with reasonable details of such measures. For the purposes of this Section 2.5.2, “Divestiture”, as used in this Section 2.6(e)(ii), ” means the sale or and transfer of rights to the Competing Program to a Third Party without VYNE (or its Affiliate) receiving a continuing share of profit, royalty payment payment, or other economic interest in the success of such Competing Program or being actively involved in, or having any decision-making authority with respect to, the development, manufacture or commercialization of products under such Competing Program.