Acquisition of Competing Program Clause Samples
Acquisition of Competing Program. If a Third Party becomes an Affiliate of a Party after the Effective Date through merger, acquisition, consolidation or other similar transactions, then:
(i) if such transaction results in a Change of Control of such Party, then such new Affiliate and any Affiliates of such new Affiliate that existed prior to such Change of Control may engage in the research, development, manufacture or commercialization of a Competing Product (a “Competing Program”) and such activity will not constitute a breach of such Party’s exclusivity obligations set forth above; provided that such new Affiliate (or its then existing Affiliates) conducts such Competing Program independently of the activities of this Agreement and does not use or access any of Entasis’s intellectual property rights or Confidential Information in the conduct of such Competing Program;
(ii) if such transaction does not result in a Change of Control of Zai and, as of the date of the closing of such transaction, such Affiliate was engaged in a Competing Program and Zai elects not to terminate this Agreement in accordance with Section 14.2(a), then Zai and its new Affiliate will have [*] from the closing date of such transaction to wind down or complete the Divestiture of such Competing Program, and Zai’s new Affiliate’s conduct of such Competing Program during such [*] period will not be deemed a breach of Zai’s exclusivity obligations set forth above; provided that such new Affiliate conducts such Competing Program during such [*] period independently of the activities of this Agreement and does not use or access any of Entasis’s intellectual property rights or Confidential Information in the conduct of such Competing Program. “Divestiture” means the sale or transfer or exclusive license 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; and
Acquisition of Competing Program. If a Third Party becomes an Affiliate of either Party after the Effective Date through merger, acquisition, consolidation or other similar transactions, and such Third Party has an active Competing Program at the time of such transaction, then:
(i) if such transaction occurs prior to the PoC Acceptance Date for such Program, then such Party and its new Affiliate will have [***]; or
(ii) if such transaction occurs after the PoC Acceptance Date for such Program, then such Party and its new Affiliate will have [***], in each case of (i) and (ii), such new Affiliate’s conduct of such Competing Program during such [***]; provided that such new Affiliate may conduct such Competing Program during such [***].
Acquisition of Competing Program. If a Third Party becomes an Affiliate of Cutia after the Effective Date through merger, acquisition, consolidation or other similar transactions and, as of the closing date of such transaction, such Third Party is engaged in the research, development, manufacture or commercialization of a Competing Product such that, if conducted by such Third Party, it would cause Cutia to be in breach of its exclusivity obligations set forth above (a “Competing Program”) then Cutia and its new Affiliate will have twelve (12) months from the closing date of such transaction to wind down or complete the Divestiture of such Competing Program, and Cutia’s new Affiliate’s conduct of such Competing Program during such twelve (12)-month period will not be deemed a breach of Cutia’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 or access any of Foamix’s intellectual property rights or Confidential Information in the conduct of such Competing Program.