Competing Program Sample Clauses

Competing Program. (a) During the period commencing on the Effective Date and ending on the [ ] ([ ]) [ ], Eyenovia shall not, and shall ensure that its Affiliates will not, directly or indirectly (independently or for or with any Third Party), including through the grant or receipt of any license to or from any Third Party, engage in [ ], or (ii) [ ], in each case, without the prior written consent of Bausch Health, which consent may be granted or withheld in the sole discretion of Bausch Health (each, a “Competing Program”). As used in this Section 2.5 (a), [ ]. Notwithstanding the first sentence of this Section 2.5(a), [ ] [ ] ([ ]) [ ] [ ], then the provisions of this Section 2.5 shall remain in effect for as long as [ ].
Sample 1
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Competing Program. During the Term, each Party shall not, either alone or with any Third Party, research, Develop, Manufacture, have Manufactured, use, sell, offer for sale, import or Commercialize any Competing Compound in the Licensed Territory (a “Competing Program”).
Sample 1
Competing Program. If after the Effective Date, any Third Party becomes an Affiliate of Molecular Partners, or Molecular Partners enters into an agreement to become an Affiliate of a Third Party, whether through merger, acquisition, consolidation, asset sale or other similar transaction or in connection with a Change of Control of Molecular Partners, and, as of the closing date of such transaction or the date Molecular Partners enters into such agreement, such Third Party is engaged in the research, development, manufacture, or commercialization of a product that would cause Molecular Partners to breach its exclusivity obligations set forth in Section 3.8(a) (such activities, a “Competing Program”), then Molecular Partners shall notify Amgen of such proposed transaction within [***] after the first public announcement or disclosure of such proposed transaction and if no public announcement or disclosure occurs, within [***] after the closing of such transaction. Following the closing of such transaction, if requested by either Party, [***]. Further, unless the Parties agree to co-develop the Competing Program after the closing of the applicable transaction, [***]. Subject to Molecular Partners’ compliance with this Section 3.8, Molecular Partners’ conduct of such Competing Program shall not be deemed a breach of Molecular Partners’ exclusivity obligations set forth in Section 3.8(a).
Sample 1
Competing Program. [***], Clearside shall not, and shall ensure that its Affiliates will not, directly or indirectly (independently or for or with any Third Party), including through the grant or receipt of any license to or from any Third Party, engage in [***]. Each Party acknowledges and agrees that: (i) if, at the time of enforcement of any covenant or agreement set forth in this Section 2.6, a court shall hold that the duration or scope stated herein is unreasonable under circumstances then existing, the maximum duration or scope under such circumstances shall be substituted for the stated duration or scope and the court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by Applicable Law; and (ii) if the courts of any one (1) or more of such jurisdictions hold any covenant or agreement set forth in this Section 2.6 unenforceable in whole or in part, such determination shall not bar or in any way adversely affect the rights of any Party hereto to equitable relief and remedies hereunder in courts of any other jurisdiction as to breaches or violations of any covenant or agreement set forth in this Section 2.6, such covenants and agreements being, for this purpose, severable into diverse and independent covenants and agreements.
Sample 1
Competing Program. Notwithstanding Section 6.3(a), if during the Term Sangamo acquires a Third Party or a portion of the business of a Third Party (whether by merger, stock purchase or purchase of assets) that is, prior to such acquisition, engaged in researching, developing or commercializing a Collaboration Composition of Matter for the diagnosis, treatment or prevention of beta thalassemia or sickle cell disease (a “Competing Program”), Sangamo shall use Commercially Reasonable Efforts to divest such Competing Program promptly following the closing of such acquisition, and in any event shall complete such divestment within one (1) year after the closing of such acquisition; provided that such time period shall be extended, and Sangamo shall not be in breach of this Section 6.3(c), if at the expiration thereof (and any extensions thereto) Sangamo provides competent evidence of reasonable ongoing efforts to divest such Competing Program; further provided that Sangamo shall cease all research, development and commercialization activities with respect to such Competing Program if Sangamo has not completed such divestment within eighteen (18) months after the closing of such acquisition (it being understood that Sangamo may thereafter continue its efforts to divest such asset). In addition, in the event of a Change of Control of Sangamo *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION during the Term, the obligations of Sangamo under this Section 6.3(c) shall not apply to any Collaboration Composition of Matter that (1) is owned or controlled by a Third Party described in the definition of “Change of Control” or its Affiliates prior to or as of the closing of such Change of Control or (2) becomes owned or controlled by such Third Party or its Affiliates after the closing of such Change of Control if such Collaboration Composition of Matter is not developed using any Know-How, and is not covered by any Patent Rights, that were controlled by Sangamo prior to the closing of the Change of Control.
Sample 1

Related to Competing Program

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • Competitive Products Competitive Products" means products that serve the same function as, or that could be used to replace, products the Company provided to, offered to, or was in the process of developing for a present, former, or future possible customer/partner at any time during the twelve (12) months immediately preceding the last day of Participant's employment (or at any time during Participant's employment if Participant was employed for less than 12 months), with which Participant had direct responsibility for the sale or development of such products or managing those persons responsible for the sale or development of such products.

  • Competing Activities Notwithstanding any duty otherwise existing at law or in equity, (i) neither a Member nor a Manager of the Company, or any of their respective affiliates, partners, members, shareholders, directors, managers, officers or employees, shall be expressly or impliedly restricted or prohibited solely by virtue of this Agreement or the relationships created hereby from engaging in other activities or business ventures of any kind or character whatsoever and (ii) except as otherwise agreed in writing or by written Company policy, each Member and Manager of the Company, and their respective affiliates, partners, members, shareholders, directors, managers, officers and employees, shall have the right to conduct, or to possess a direct or indirect ownership interest in, activities and business ventures of every type and description, including activities and business ventures in direct competition with the Company.

  • Competitive Activities For purposes of the Agreement, to which this Exhibit B is attached, “Competitive Activities” means any activities relating to products or services of the same or similar type as the products or services (1) which were or are sold (or, pursuant to an existing business plan, will be sold) to paying customers of the Company or any Related Company, and (2) for which you have any direct or indirect responsibility or any involvement to plan, develop, manage, market, sell, oversee, support, implement or perform, or had any such responsibility or involvement within your most recent 24 months of employment with the Company or any Related Company. Notwithstanding the previous sentence, an activity shall not be treated as a Competitive Activity if the geographic marketing area of such same or similar products or services does not overlap with the geographic marketing area for the applicable products and services of the Company or any Related Company.

  • Commercialization Activities Within North America, the Parties will use Commercially Reasonable Efforts to Commercialize Licensed Products in the Field. In addition, within North America and subject to Section 2.7.6, the Parties will use Commercially Reasonable Efforts to conduct the Commercialization activities assigned to them pursuant to the Commercialization Plan/Budget, including the performance of detailing in accordance therewith. In conducting the Commercialization activities, the Parties will comply with all Applicable Laws, applicable industry professional standards and compliance policies of Celgene which have been previously furnished to Acceleron, as the same may be updated from time to time and provided to Acceleron. Neither Party shall make any claims or statements with respect to the Licensed Products that are not strictly consistent with the product labeling and the sales and marketing materials approved for use pursuant to the Commercialization Plan/Budget.

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Restricted Territory Executive and Company understand and agree that Company’s business is not geographically restricted and is unrelated to the physical location of Company facilities or the physical location of any Competing Business, due to extensive use of the Internet, telephones, facsimile transmissions and other means of electronic information and product distribution. Executive and Company further understand and agree that Executive will, in part, work toward expanding Company’s markets and geographic business territories and will be compensated for performing this work on behalf of Company. Accordingly, Company has a protectable business interest in, and the parties intend the Restricted Territory to encompass, each and every location from which Executive could engage in a Competing Business in any country, state, province, county or other political subdivision in which Company has clients, employees, suppliers, distributors or other business partners or operations. If, but only if, this Restricted Territory is held to be invalid on the ground that it is unreasonably broad, the Restricted Territory shall include each location from which Executive can conduct business in any of the following locations: each state in the United States in which Company conducts sales or operations, each province within Canada in which Company conducts sales or operations, and each political subdivision of the United Kingdom in which Company conducts sales or operations. If, but only if, this Restricted Territory is held to be invalid on the grounds that it is unreasonably broad, then the Restricted Territory shall be any location within a fifty (50) mile radius of any Company office.

  • Development Program A. Development Activities to be Undertaken (Please break activities into subunits with the date of completion of major milestones)

  • Commercialization Plans As soon as practicable after formation of the JCC (following Acucela’s exercise of an Opt-In Right under Section 3.1), the JCC shall prepare and approve the initial Commercialization Plan for Commercialization of the Licensed Product for the Initial Indication in the Initial Formulation (and, if applicable, any New Formulation or Other Indication Product) in the Territory. The Parties shall use Commercially Reasonable Efforts to ensure that such initial Commercialization Plan for Commercialization of the Licensed Product for the Initial Indication in the Initial Formulation is consistent with the general Commercialization Plan outline set forth in Exhibit C attached hereto and incorporated herein (the “General Commercialization Plan Outline”). The JCC shall prepare and approve a separate Commercialization Plan for Commercialization of Licensed Product for the Initial Indication in the Initial Formulation in the Territory and for Commercialization of each Other Indication Product and New Formulation (if any) in the Territory, and shall update and amend each Commercialization Plan not less than annually or more frequently as needed to take into account changed circumstances or completion, commencement or cessation of Commercialization activities not contemplated by the then-current Commercialization Plan. Amendments and revisions to the Commercialization Plan shall be reviewed and discussed, in advance, by the JCC, and Otsuka agrees to consider proposals and suggestions made by Acucela regarding amendments and revisions to the Commercialization Plan. Any amendment or revision to the Commercialization Plan that provides for an increase or decrease in the number of FTEs for any Phase 3b Clinical Trials or Post-Approval Studies as compared to the previous version of the Commercialization Plan, or that provides for addition or discontinuation of tasks or activities as compared to the previous version of the Commercialization Plan, or that moves forward the timetable for activities reflected in the Commercialization Plan, shall provide for a reasonable ramp-up or wind-down period, as applicable, to accommodate a smooth and orderly transition of Commercialization activities to the amended or revised Commercialization Plan. Each Commercialization Plan shall identify the goals of Commercialization contemplated thereunder and shall address Commercialization (including Co-Promotion) activities related to the Licensed Product (including, if applicable, any Other Indication Product), including:

  • Competing Business “Competing Business” means any depository, wealth management or trust business company or holding company thereof (including without limitation, any start-up bank or bank in formation) operating anywhere within the Covered Area.

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