Common use of Competing Products Clause in Contracts

Competing Products. (a) Mallinckrodt shall promptly notify MBI of an opportunity for Mallinckrodt to acquire, purchase, or license from a third party any technology relating to products described in SECTIONS 1.05, and which is not covered by any Technology Rights, or which does not incorporate, is not covered by or is not made by the use of Know-how (the "MALLINCKRODT PURCHASED COMPETING TECHNOLOGY"). Mallinckrodt shall license its rights to the Purchased Competing Technology to MBI upon MBI's satisfactory undertaking of 40% of all past, present and future costs and expenses (including future royalties or other payments) incurred or to be incurred by Mallinckrodt in connection with or arising out of the acquisition, purchase or license of the Mallinckrodt Purchased Competing Technology. Such license shall provide for an economic arrangement similar to that for ALBUNEX established pursuant to this Agreement. If MBI does not satisfactorily undertake within a reasonable time to pay 40% of all such costs and expenses, Mallinckrodt may utilize its rights to the Mallinckrodt Purchased Competing Technology in any manner whatsoever free and clear of any restraints or obligations imposed by this Agreement; without limitation, it may manufacture or purchase from others any products made by using the Mallinckrodt Purchased Competing Technology. (b) MBI shall promptly notify Mallinckrodt of an opportunity for MBI to acquire, purchase, or license from a third party of any technology relating to products described in SECTIONS 1.05, and which is not covered by any Technology Rights, or which does not incorporate, is not covered by or is not made by the use of Know-how (the "MBI PURCHASED COMPETING TECHNOLOGY"). MBI shall license its rights to the MBI Purchased Competing Technology to Mallinckrodt upon Mallinckrodt's satisfactory undertaking of 60% of all past, present and future costs and expenses (including future royalties or other payments) incurred or to be incurred by MBI in connection with or arising out of the acquisition, purchase or license of the MBI Purchased Competing Technology. Such license shall provide for an economic arrangement similar to that for ALBUNEX established pursuant to this Agreement. If Mallinckrodt does not satisfactorily undertake within a reasonable time to pay 60% of all such costs and expenses, MBI may utilize its rights to the MBI Purchased Competing Technology in any manner whatsoever free and clear of any restraints or obligations imposed by this Agreement; without limitation, it may manufacture or purchase from others any products made by using the MBI Purchased Competing Technology. (c) Notwithstanding the foregoing, Mallinckrodt shall have no obligation under this SECTION 7.05 if Mallinckrodt does not use or plan to use the Mallinckrodt Purchased Competing Technology, or if MBI does not use or plan to use the MBI Purchased Competing Technology, to compete with ALBUNEX in the market for in vivo contrast agents for ultrasound and echocardiography diagnostic imaging.

Competing Products. In partial consideration for the grant by Aptein of the License Rights and in addition to any royalties payable by Genzyme pursuant to Section 4.6.1, Genzyme shall pay Aptein a royalty of [***] on Net Sales of Competing Products which are covered by an issued and unexpired claim within the CAT Program Patent Rights in the country of sale, payable on a country-by-country basis until the later of: (ai) Mallinckrodt the expiration in such country of all issued patents within the CAT Program Patent Rights or (ii) the tenth (10th) anniversary of the First Commercial Sale of such Competing Product in such country; provided, however, that if a claim within the CAT Program Patent Rights issues in a country within [***] of the filing date of the patent application containing such claim, Genzyme shall promptly notify MBI pay Aptein the foregoing royalty as of an opportunity for Mallinckrodt to acquirethe date on which such patent application was filed (or, purchaseif later, or license from the date of First Commercial Sale of a third party any technology relating to products described Competing Product), with such retroactive royalty payable over the [***] period beginning with the date on which such claim was issued; provided, further, that if a claim within the CAT Program Patent Rights issues in SECTIONS 1.05a country after [***] of the filing date of the patent application containing such claim, Genzyme shall pay Aptein [***] of the foregoing royalty as of the date on which such patent application was filed (or, if later, the date of First Commercial Sale of a Competing Product), with such retroactive royalty payable over the [***] period beginning with the date on which such claim was issued; and which provided, further, that if such Competing Product is not covered by any Technology an issued and unexpired claim within the CAT Program Patent Rights in such country but is based on the CAT Program Technology, the foregoing royalty shall be reduced to [***] of Net Sales. The payment of royalties hereunder shall be limited to only one royalty payment with respect to a single unit of Competing Product regardless of the number of claims within the CAT Program Patent Rights such Competing Product, but for the License Rights, or which does not incorporate, would have infringed and regardless of whether such Competing Product is not both covered by or an issued claim within the CAT Program Patent Rights and is not made by based on the use of Know-how (the "MALLINCKRODT PURCHASED COMPETING TECHNOLOGY"). Mallinckrodt shall license its rights to the Purchased Competing Technology to MBI upon MBI's satisfactory undertaking of 40% of all past, present and future costs and expenses (including future royalties or other payments) incurred or to be incurred by Mallinckrodt in connection with or arising out of the acquisition, purchase or license of the Mallinckrodt Purchased Competing Technology. Such license shall provide for an economic arrangement similar to that for ALBUNEX established pursuant to this Agreement. If MBI does not satisfactorily undertake within a reasonable time to pay 40% of all such costs and expenses, Mallinckrodt may utilize its rights to the Mallinckrodt Purchased Competing Technology in any manner whatsoever free and clear of any restraints or obligations imposed by this Agreement; without limitation, it may manufacture or purchase from others any products made by using the Mallinckrodt Purchased Competing CAT Program Technology. (b) MBI shall promptly notify Mallinckrodt of an opportunity for MBI to acquire, purchase, or license from a third party of any technology relating to products described in SECTIONS 1.05, and which is not covered by any Technology Rights, or which does not incorporate, is not covered by or is not made by the use of Know-how (the "MBI PURCHASED COMPETING TECHNOLOGY"). MBI shall license its rights to the MBI Purchased Competing Technology to Mallinckrodt upon Mallinckrodt's satisfactory undertaking of 60% of all past, present and future costs and expenses (including future royalties or other payments) incurred or to be incurred by MBI in connection with or arising out of the acquisition, purchase or license of the MBI Purchased Competing Technology. Such license shall provide for an economic arrangement similar to that for ALBUNEX established pursuant to this Agreement. If Mallinckrodt does not satisfactorily undertake within a reasonable time to pay 60% of all such costs and expenses, MBI may utilize its rights to the MBI Purchased Competing Technology in any manner whatsoever free and clear of any restraints or obligations imposed by this Agreement; without limitation, it may manufacture or purchase from others any products made by using the MBI Purchased Competing Technology. (c) Notwithstanding the foregoing, Mallinckrodt shall have no obligation under this SECTION 7.05 if Mallinckrodt does not use or plan to use the Mallinckrodt Purchased Competing Technology, or if MBI does not use or plan to use the MBI Purchased Competing Technology, to compete with ALBUNEX in the market for in vivo contrast agents for ultrasound and echocardiography diagnostic imaging.

Competing Products. 6.1 Licensee represents and warrants that, neither it nor any of its Affiliates is currently researching, developing, marketing, selling, or otherwise commercializing any Competing Product in the Territory, nor has any of them entered into an agreement with any other person with respect to any Competing Activities in the Territory. After the Effective date, Licensee shall not, either by itself or with an Affiliate or a Third Party: (a) Mallinckrodt conduct any clinical development program directed at evaluating the efficacy of a Competing Product in patients with IgAN in the Territory within [***] after the Effective Date; or (b) market or sell any Competing Product in the Territory within [***] after the Effective Date (the “Competing Activities”), provided that the activities described in subsection (b) shall not be deemed Competing Activities for so long as Licensee in addition pays Calliditas royalties on the Net Sales (applied mutatis mutandis) of such Competing Product in the Territory at royalty rates that are [***] of what would be the applicable royalty rate for the Licensed Product under Article 9 for the same sales tier. Licensee shall notify Calliditas promptly notify MBI if it commences any Competing Activities in the Territory, by itself or with an Affiliate or Third Party. During the first [***]after the Effective Date, Licensee shall also inform Calliditas promptly if Licensee becomes aware of any such plans or actions taken by C-Bridge Capital (subject to any confidentiality obligation of Licensee to C-Bridge Capital or a Third Party), however this shall not create any termination rights. 6.2 Notwithstanding 6.1, Licensee should however be free to in-license or develop products with an opportunity for Mallinckrodt indication of IgA nephropathy, which is [***]. 6.3 For the avoidance of doubt, Licensee’ breach of this Section 6 shall constitute a material breach of this Agreement, giving rise to acquire, purchase, or license from Calliditas’ right to terminate pursuant to Section 25.2.4. 6.4 In the event that a third party any technology relating to products described in SECTIONS 1.05becomes an Affiliate of Licensee after the Effective Date through merger, acquisition, consolidation or other similar transaction, and which is not covered by any Technology Rightssuch third party, or which does not incorporateas of the closing date of such transaction, is engaged in the conduct of Competing Activities: a) then Licensee and its new Affiliate shall have [***]from the closing date of such transaction to wind down or Divest such Competing Program, and its new Affiliate’s conduct of such Competing Program during such [***] period shall not covered by or is not made by the use deemed a breach of Know-how (the "MALLINCKRODT PURCHASED COMPETING TECHNOLOGY"). Mallinckrodt shall license its rights to the Purchased Licensee’s exclusivity obligations set forth above; provided that such new Affiliate conducts such Competing Technology to MBI upon MBI's satisfactory undertaking of 40% of all past, present and future costs and expenses (including future royalties or other payments) incurred or to be incurred by Mallinckrodt in connection with or arising out Program during such [***] period independently of the acquisition, purchase or license activities of the Mallinckrodt Purchased Competing Technology. Such license shall provide for an economic arrangement similar to that for ALBUNEX established pursuant to this Agreement. If MBI does not satisfactorily undertake within a reasonable time to pay 40% of all such costs Agreement and expenses, Mallinckrodt may utilize its rights to the Mallinckrodt Purchased Competing Technology in any manner whatsoever free and clear of any restraints or obligations imposed by this Agreement; without limitation, it may manufacture or purchase from others any products made by using the Mallinckrodt Purchased Competing Technology. (b) MBI shall promptly notify Mallinckrodt of an opportunity for MBI to acquire, purchase, or license from a third party of any technology relating to products described in SECTIONS 1.05, and which is not covered by any Technology Rights, or which does not incorporate, is not covered by or is not made by the use of Know-how (the "MBI PURCHASED COMPETING TECHNOLOGY"). MBI shall license its rights to the MBI Purchased Competing Technology to Mallinckrodt upon Mallinckrodt's satisfactory undertaking of 60% of all past, present and future costs and expenses (including future royalties or other payments) incurred or to be incurred by MBI in connection with or arising out of the acquisition, purchase or license of the MBI Purchased Competing Technology. Such license shall provide for an economic arrangement similar to that for ALBUNEX established pursuant to this Agreement. If Mallinckrodt does not satisfactorily undertake within a reasonable time to pay 60% of all such costs and expenses, MBI may utilize its rights to the MBI Purchased Competing Technology in any manner whatsoever free and clear of any restraints or obligations imposed by this Agreement; without limitation, it may manufacture or purchase from others any products made by using the MBI Purchased Competing Technology. (c) Notwithstanding the foregoing, Mallinckrodt shall have no obligation under this SECTION 7.05 if Mallinckrodt does not use any Licensed Technology or plan to use the Mallinckrodt Purchased Competing Technology, or if MBI does not use or plan to use the MBI Purchased Competing Technology, to compete with ALBUNEX Arising Product IP in the market for in vivo contrast agents for ultrasound and echocardiography diagnostic imagingconduct of such Competing Program.

Competing Products. 5.1 During the Term of this Agreement, Vintagence and its Affiliates shall not Develop, Manufacture, Commercialize or otherwise exploit in any country in the Territory, whether on its (aor their) Mallinckrodt own or in collaboration with Third Parties, any compound covered by Patent(s). The foregoing shall promptly notify MBI of an opportunity for Mallinckrodt not be construed to acquireprevent Vintagence and its Affiliates from Developing, purchaseManufacturing or Commercializing, or license from a third party otherwise exploiting any technology relating to products described in SECTIONS 1.05, and which THR-ß agonist that is not covered by the Patents (“Competing Product”), subject to Section 5.2. 5.2 Vintagence hereby grants to Terns a right of first negotiation to obtain a license or assignment to exclusively Develop, Manufacture, Commercialize or otherwise expoit any Technology RightsCompeting Product worldwide. Vintagence will promptly notify Terns in writing when Vintagence decides to solicit proposals or begin discussions with respect to any exploitation of a Competing Product, which notice must describe the Competing Product in detail and provide all other information that may be material to Terns’ decision to exercise its right of first negotiation. Upon receipt of this notice from Vintagence, Terns will have the right, but not the obligation, to enter into good faith discussions with Vintagence to obtain the right to exclusively Develop, Manufacture, Commercialize or which does otherwise exploit such Competing Product worldwide. Terns may exercise this right by providing Vintagence with written notice within [***] of receiving Vintagence’s notice. Vintagence will not incorporatesolicit proposals or begin discussions with any Third Party until Terns’ right expires. If Terns exercises its right, is not covered by or is not made by the use of Know-how (the "MALLINCKRODT PURCHASED COMPETING TECHNOLOGY"). Mallinckrodt shall license its rights to the Purchased Competing Technology to MBI upon MBI's satisfactory undertaking of 40% of all past, present and future costs and expenses (including future royalties or other payments) incurred or to be incurred by Mallinckrodt Vintagence will negotiate exclusively with Terns on terms that are consistent with those contained in connection with or arising out of the acquisition, purchase or license of the Mallinckrodt Purchased Competing Technology. Such license shall provide for an economic arrangement similar to that for ALBUNEX established pursuant to this Agreement. If MBI Terns does not satisfactorily undertake within exercise its right or, if after negotiating in good faith for [***], Terns and Vintagence have not agreed on such terms, Vintagence may negotiate with any Third Party, provided that before Vintagence enters into an agreement with a reasonable time Third Party with respect to pay 40% such Competing Product, [***] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] Vintagence will promptly provide to Terns a written notice (“Notice”) which will include all material terms of all the proposed transaction. The Notice will also be accompanied by a copy of a letter of intent or similar document summarizing the terms of such costs and expensestransaction. Terns will have the right, Mallinckrodt may utilize its rights but not the obligation, to enter into a definitive agreement with Vintagence pursuant to the Mallinckrodt Purchased material terms of the proposed transaction described in the Notice. Terns will have [***] following its receipt of the Notice (“Offer Period”) to exercise this right by providing written notice to Vintagence. Upon the expiration of the Offer Period without Terns exercising this right, Vintagence will be free to execute the transaction under the terms described in the Notice. If (a) Vintagence receives a bona fide offer to enter into a transaction for the Competing Technology in any manner whatsoever free and clear of any restraints Product with different terms, or obligations imposed by this Agreement; without limitation, it may manufacture or purchase from others any products made by using the Mallinckrodt Purchased Competing Technology. (b) MBI shall promptly notify Mallinckrodt of an opportunity for MBI to acquire, purchase, or license from a third party of any technology relating to products the transaction described in SECTIONS 1.05, and which the Notice is not covered by any Technology Rights, or which does not incorporate, is not covered by or is not made by executed within [***] after the use of Know-how (the "MBI PURCHASED COMPETING TECHNOLOGY"). MBI shall license its rights to the MBI Purchased Competing Technology to Mallinckrodt upon Mallinckrodt's satisfactory undertaking of 60% of all past, present and future costs and expenses (including future royalties or other payments) incurred or to be incurred by MBI in connection with or arising out end of the acquisitionOffer Period, purchase or license Vintagence will be required to comply with terms of the MBI Purchased Competing Technology. Such license shall provide for an economic arrangement similar to that for ALBUNEX established pursuant to this Agreement. If Mallinckrodt does not satisfactorily undertake within a reasonable time to pay 60% of all such costs and expenses, MBI may utilize its rights to the MBI Purchased Competing Technology in any manner whatsoever free and clear of any restraints or obligations imposed by this Agreement; without limitation, it may manufacture or purchase from others any products made by using the MBI Purchased Competing TechnologySection 5.2 again. (c) Notwithstanding the foregoing, Mallinckrodt shall have no obligation under this SECTION 7.05 if Mallinckrodt does not use or plan to use the Mallinckrodt Purchased Competing Technology, or if MBI does not use or plan to use the MBI Purchased Competing Technology, to compete with ALBUNEX in the market for in vivo contrast agents for ultrasound and echocardiography diagnostic imaging.

Competing Products. Valley Forge recognizes and acknowledges that CODMAN (aand its Affiliates) Mallinckrodt has been, and will continue to be, actively involved in the design, development and marketing of instruments and accessories for the treatment of neurological and spinal disorders. Except for the Existing Products in Schedule A, CODMAN shall promptly notify MBI not, during the Exclusivity Term of an opportunity this Agreement market for Mallinckrodt to acquirespecific use in the central nervous system (i.e. the cranial cavity and spinal column), purchaseitself or through any third parties, bipolar generators and associated products for use with the bipolar generators, irrigators, integrated cord and tubing sets (except as noted in Schedule A), footswitches, footpedals, footswitch cables, generator remote controls, or license from a third party any technology relating to products described in SECTIONS 1.05disposable hand-held surgical bipolar electrosurgery pens, and which is not covered by any Technology Rightsdisposable hand-held surgical bipolar electrosurgery coagulation balls, or which does disposable hand-held surgical bipolar electrosurgery loops; it being agreed by Valley Forge that nothing contained in this Section 11.09 shall restrict an Affiliate of CODMAN from engaging in any of the above described activities independently of CODMAN, provided such Affiliates do not incorporatehave access to, is not covered by or is not made by use, Valley Forge's confidential information. Furthermore, it being agreed that nothing contained in this Section 11.09 shall restrict CODMAN during the Exclusivity Term from marketing or selling its own or another bipolar generator solely for the use in the field of Know-how (the "MALLINCKRODT PURCHASED COMPETING TECHNOLOGY")percutaneaous pain treatment, but in no other field. Mallinckrodt shall license its rights Subject to the Purchased Competing Technology confidentiality provisions in this Agreement and other agreements entered into between CODMAN and Valley Forge, after the Exclusivity Term, CODMAN shall be free to MBI upon MBImarket or sell its own or another manufacturer's satisfactory undertaking of 40% of all pastbipolar generators, present associated products for use with such bipolar generators, irrigators, integrated cord and future costs and expenses (including future royalties or other payments) incurred or to be incurred by Mallinckrodt in connection with or arising out of the acquisitiontubing sets, purchase or license of the Mallinckrodt Purchased Competing Technology. Such license shall provide for an economic arrangement similar to that for ALBUNEX established pursuant to this Agreement. If MBI does not satisfactorily undertake within a reasonable time to pay 40% of all such costs and expensesfootswitches, Mallinckrodt may utilize its rights to the Mallinckrodt Purchased Competing Technology in any manner whatsoever free and clear of any restraints or obligations imposed by this Agreement; without limitationfootpedals, it may manufacture or purchase from others any products made by using the Mallinckrodt Purchased Competing Technology. (b) MBI shall promptly notify Mallinckrodt of an opportunity for MBI to acquirefootswitch cables, purchasegenerator remote controls, disposable hand-held surgical bipolar electrosurgery pens, disposable hand-held surgical bipolar electrosurgery coagulation balls, or license from a third party of any technology relating to products described in SECTIONS 1.05, and which is not covered by any Technology Rights, or which does not incorporate, is not covered by or is not made by the use of Knowdisposable hand-how (the "MBI PURCHASED COMPETING TECHNOLOGY"). MBI shall license its rights to the MBI Purchased Competing Technology to Mallinckrodt upon Mallinckrodt's satisfactory undertaking of 60% of all past, present and future costs and expenses (including future royalties or other payments) incurred or to be incurred by MBI in connection with or arising out of the acquisition, purchase or license of the MBI Purchased Competing Technology. Such license shall provide for an economic arrangement similar to that for ALBUNEX established pursuant to this Agreement. If Mallinckrodt does not satisfactorily undertake within a reasonable time to pay 60% of all such costs and expenses, MBI may utilize its rights to the MBI Purchased Competing Technology in any manner whatsoever free and clear of any restraints or obligations imposed by this Agreement; without limitation, it may manufacture or purchase from others any products made by using the MBI Purchased Competing Technologyheld surgical bipolar electrosurgery loops. (c) Notwithstanding the foregoing, Mallinckrodt shall have no obligation under this SECTION 7.05 if Mallinckrodt does not use or plan to use the Mallinckrodt Purchased Competing Technology, or if MBI does not use or plan to use the MBI Purchased Competing Technology, to compete with ALBUNEX in the market for in vivo contrast agents for ultrasound and echocardiography diagnostic imaging.