Acquisition of Distracting Product. Notwithstanding the provisions of Section 4.5, if Company or any of its Affiliates acquires rights to research, develop, manufacture or commercialize a product in the [***] as the result of a merger, acquisition or combination with or of a Third Party other than a Change of Control where Company is the acquired entity (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 4.6, constitute a breach of Section 4.5 (such product, a “Distracting Product”), Company or such Affiliate will, within [***] after the closing of such Acquisition Transaction notify Vertex in writing of such acquisition and either:
Acquisition of Distracting Product. Notwithstanding the provisions of Sections 2.13.1, 2.13.2, 2.13.3 and 2.13.4(b), if a Party or any of its Affiliates (such Party, the “Distracted Party”) acquires rights to research, develop or commercialize a Distracting Product in the Field as the result of a merger, acquisition or combination with or of a Third Party other than a Change of Control (each, an “Acquisition Transaction”) and, on the date of the completion of such Acquisition Transaction, such Distracting Product is being researched, developed or commercialized and such activities would, but for the provisions of this Section 2.13.6, constitute a breach of Section 2.13.1, 2.13.2, 2.13.3 or 2.13.4(b), as applicable, then the Distracted Party or such Affiliate will, within [***] after the completion of such Acquisition Transaction notify the other Party of such acquisition and either:
Acquisition of Distracting Product. Notwithstanding the provisions of Section 3.5.1 or 3.6.1, during the period beginning on the Effective Date and ending on the earlier of (A) [**] or (B) the expiration or termination of this Agreement, in the event a Party or any of its Affiliates (such Party referred to as the “Distracted Party”) acquires rights to Commercialize a Distracting Product in the Field as the result of a merger, acquisition or combination with or of a Third Party (each, an “Acquisition Transaction”) other than a Pharmacyclics Change of Control (in which event applicable terms of Section 14.2, and not this Section 3.7, shall apply) and, on the date of the completion of such Acquisition Transaction, such Distracting Product is being Commercialized and such Commercialization would, but for the provisions of this Section 3.7, constitute a breach of Section 3.5.1 or 3.6.1, then the Distracted Party or such Affiliate shall, within [**] months after the completion of such Acquisition Transaction, either (x) notify the other Party that the Distracting Party or its Affiliate will Divest its rights to such Distracting Product in the Field, or (y) notify the other Party in writing that it elects to include such Distracting Product in the Field as if it were a “Product” for all purposes of this Agreement (including, for example, determination of Net Trade Sales, Allowable Expenses and Pre-Tax Profit or Loss with respect thereto, consistent with the Financial Exhibit and the terms of this Agreement), which election will be effective retroactively to the date of the completion of such Acquisition Transaction. If the Distracted Party or its Affiliate provides notice regarding Divestiture as described in clause (x) of the preceding sentence, such Distracted Party, and its Affiliates if applicable, shall Divest such Distracting Product in the Field within [**] after the completion of the Acquisition Transaction. The Distracted Party and its Affiliates will Segregate the Distracting Product prior to the time of Divestiture pursuant to clause (x), or the giving of notice pursuant to clause (y). As used herein, “Distracting Product” shall mean any product that is [**].
Acquisition of Distracting Product. Notwithstanding the provisions of Section 5.6, if a Party or any of its Affiliates (such Party, the “Distracted Party”) acquires rights to research, develop, manufacture, or commercialize a product in the 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 5.8, constitute a breach of Section 5.6 (such product, a “Distracting Product”), the Distracted Party or such Affiliate will, within [***] notify the other Party in writing of such acquisition and either:
Acquisition of Distracting Product. If a Party or, subject to Section 3.3, any of its Affiliates (such Party, the “Distracted Party”) acquires rights to research, develop or commercialize a Distracting Product as the result of a merger, acquisition or combination with or of a Third Party other than a Change of Control (each, an “Acquisition Transaction”) and, on the date of the completion of such Acquisition Transaction, the research, development, manufacturing or commercialization of the Distracting Product would, but for the provisions of this Section 3.2, constitute a breach of Section 3.1, then the Distracted Party or such Affiliate will, within [***] days after the completion of such Acquisition Transaction notify the other Party of such Acquisition Transaction and either:
Acquisition of Distracting Product. If a Party or, subject to Section 2.10.3, any of its Affiliates (such Party, the “Distracted Party”) acquires rights to research, develop or commercialize a Distracting Product as the result of a merger, acquisition or combination with or of a Third Party other than a Change of Control (each, an “Acquisition Transaction”) and, on the date of the completion of such Acquisition Transaction, the research, development or commercialization of the Distracting Product would, but for the provisions of this Section 2.10.2, constitute a breach of Section 2.10.1, then [***]:
Acquisition of Distracting Product. Notwithstanding the provisions of Section 5.7.1 (Avidity Exclusivity) or Section 5.7.2 (BMS Exclusivity), if a Party or any of its Affiliates acquires rights to develop or commercialize a product in the Field through the acquisition of a Third Party (whether by merger or acquisition of all or substantially all of the stock or assets of a Third Party) (each, an “Acquisition Transaction”) and, on the date of the closing of such Acquisition Transaction, such product is being developed or commercialized and such activities would, but for the provisions of this Section 5.7.3 (Acquisition of Distracting Product), constitute a breach of Section 5.7.1 (Avidity Exclusivity) or Section 5.7.2 (BMS Exclusivity) (each, a “Distracting Product”), such Party shall not be deemed to be in breach of Section 5.7.1 (Avidity Exclusivity) or Section 5.7.2 (BMS Exclusivity), as applicable, so long as such Party is in compliance with the following clause (a) (with respect to Avidity) or clause (b) (with respect to BMS):
Acquisition of Distracting Product. Notwithstanding the provisions of Section 3.6.1 (Exclusivity Obligations), if a Party or any of its Affiliates (such Party, the “Distracted Party”) acquires rights to Develop or Commercialize a product in the Field as the result of a merger, acquisition, or combination with or of a Third Party (where such Party is not the acquired entity) other than a Change of Control (each, an “Acquisition Transaction”) and, on the date of the closing of such Acquisition Transaction, such product is being Developed or Commercialized and such activities would, but for the provisions of this Section 3.6.2 (Acquisition of Distracting Product), constitute a breach of Section 3.6.1 (Exclusivity Obligations) (such product, a “Distracting Product”), then the Distracted Party or such Affiliate will, within [***] after the closing of such Acquisition Transaction notify the other Party in writing of such acquisition and either:
Acquisition of Distracting Product. Notwithstanding the provisions of Section 11.1 and Section 11.2, if Schrödinger or any of its Affiliates acquires rights to clinically develop or commercialize a product in the Field as the result of a merger, acquisition or combination with or of a Third Party other than a Change of Control Transaction of Schrödinger (each, an “Acquisition Transaction”) and, on the date of the closing of such Acquisition Transaction, such product is being clinically developed or commercialized and such activities would, but for the provisions of this Section 11.4, constitute a breach of Section 11.1 or 11.2 (such product, a “Distracting Product”), Schrödinger will, within [***] after the closing of such Acquisition Transaction notify BMS in writing of such acquisition and either: [***].
