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”).
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).
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 [ ].
(b) Each Party acknowledges and agrees that: (i) if, at the time of enforcement of any covenant or agreement set forth in this Section 2.5, 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 2.5 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 2.5, such covenants and agreements being, for this purpose, severable into diverse and independent covenants and agreements.
(c) In the event that Eyenovia or its Affiliates acquires a Third Party or a portion of the business of a Third Party (whether by merger, stock purchase, purchase of assets, or other means) that is, prior to such acquisition, conducting a Manufacturing, Development, or Commercialization program that, if conducted by Eyenovia at such time, would be a Competing Program, Eyenovia will use commercially reasonable efforts to divest such Competing Program promptly following the closing of such acquisition, and in any event will complete such divestment within [ ] ([ ]) [ ] after the closing of such acquisition. Such Party will not be deemed in breach of Section 2.5(a) with respect to such Competing Program so long as it complies w...
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 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.
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.
