BioNTech Competitors Clause Samples

BioNTech Competitors. Notwithstanding Section 2.6(a), if a Third Party becomes a New Affiliate of OncoC4 and such New Affiliate is a BioNTech Competitor, then, regardless of whether the New Affiliate is engaged in any Competing Program: (A) such New Affiliate shall not use any Licensed Know-How, [***], BioNTech Technology or any Confidential Information of BioNTech in the conduct of its business or activities; (B) OncoC4 and such New Affiliate shall institute commercially reasonable technical and administrative procedures and safeguards designed to ensure that the requirements set forth in the foregoing clause (A) are met, including by creating “firewalls” between (X) the personnel working under any activities of the New Affiliate and (Y) the personnel working on activities under the CDP; provided, further, that senior management personnel may review and evaluate plans and information regarding the business activities of the New Affiliate in connection with product portfolio decision-making, but shall not disclose information regarding Development, Commercialization, or any Licensed Product under this Agreement to the personnel directly working for the New Affiliate’s activities; and (C) OncoC4 shall continue to co-fund Development under the CDP, but (1) the JSC shall disband, (2) BioNTech shall only be required to provide an annual, high level summary report as to its Development program hereunder but shall not be required to provide interim (quarterly) reporting nor information as to its future plans, (3) OncoC4 shall not have the right or obligation (subject to a reasonable transition period to be mutually agreed upon by the Parties) to conduct any further Development of Licensed Products, (4) the license granted to OncoC4 under Section 2.1(b) shall terminate; and (5) BioNTech shall have sole discretion over changes to the CDP; provided, that OncoC4 shall retain its rights under Section 7.8, and; provided, further, that OncoC4’s co-funding commitment shall not exceed its co-funding obligations as set forth in the last CDP and Joint Development Budget approved by the JSC in accordance with this Agreement (but not pursuant to an exercise by BioNTech of its final decision-making authority after becoming aware of a proposed transaction involving OncoC4 and a BioNTech Competitor) in effect prior to the closing of the effective date of the transaction contemplated under this Section 2.6(c), and BioNTech’s right to amend the CDP shall not include the right to impose additional co-f...