Competitive Oligo Transactions Sample Clauses

Competitive Oligo Transactions. The Parties acknowledge that after the Effective Date a Party or its Affiliate may acquire (including through any merger or business combination) or be acquired by a Third Party. In the case of such a transaction where such Third Party is Developing or Commercializing a Competitive Oligo that would violate Section 4.1.1 or 4.1.2, notwithstanding anything to the contrary in this Agreement:
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Competitive Oligo Transactions. The Parties acknowledge that after the Execution Date a Party or its Affiliate may acquire a Third Party (including through merger, reorganization, consolidation or business combination). In the case of such a transaction during the Exclusivity Period where such Third Party is Developing or Commercializing a Competitive Oligo that would violate Section 6.1, notwithstanding anything to the contrary in this Agreement, then within [***] after such acquisition, such Party (or its Affiliate) and such Third Party must either (i) [***], or (ii) [***]. If such acquiring Party (or its Affiliate) and such Third Party do not take either of the steps set forth in clause (i) or clause (ii) above (as applicable), then such Development or Commercialization of such Competitive Oligo will be a violation of Section 6.1. 165301880
Sample 1
Competitive Oligo Transactions. The Parties acknowledge that after the Effective Date a Party or its Affiliate may acquire (including through any merger or business combination) or be acquired by a Third Party. In the case of such a transaction where such Third Party is Developing or Commercializing a Competitive Oligo that would violate Section 4.1.1 or 4.1.2, notwithstanding anything to the contrary in this Agreement: 4.3.1. Akcea or its Affiliate Acquires or is Acquired by a Third Party. On a Product-by-Product basis and after Novartis exercises its Option for such Product, for a period of [***] months after the [***] of such Product for the same Exclusive Target as such Competitive Oligo, if Akcea or its Affiliate acquires or is acquired by a Third Party with a Competitive Oligo, then within [***] months after such acquisition, Akcea (or its Affiliate) and such Third Party must either (i) [***] such Competitive Oligo, or (ii) not [***] (or, if such Competitive Oligo is already being [***], will stop [***] within [***] months) such Competitive Oligo. Any such transaction that occurs during the Option Period is [***] until such time as Novartis exercises its Option for the applicable Product for the same Exclusive Target as such Competitive Oligo, at which time [***]. 4.3.2. Novartis or its Affiliate Acquires or is Acquired by a Third Party. On a Product-by-Product basis and after Novartis exercises its Option for such Product, for a period of [***] months after the [***] of such Product for the same Exclusive Target as such Competitive Oligo, if Novartis or its Affiliate acquires or is acquired by a Third Party with a Competitive Oligo, then within [***] months after such acquisition, Novartis (or its Affiliate) and such Third Party must either (i) [***] such * ***Confidential Treatment Requested 19 Competitive Oligo, or (ii) not [***] (or, if such Competitive Oligo is already being [***], will stop [***] within [***] months) such Competitive Oligo. Any such transaction that occurs during the Option Period is [***] until such time as Novartis exercises its Option for the applicable Product for the same Exclusive Target as such Competitive Oligo, at which time [***].
Sample 1

Related to Competitive Oligo Transactions

  • Prohibition of Short Sales and Hedging Transactions The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • Competitive Business “Competitive Business” shall mean an enterprise that is in the business of offering banking products and/or services, which services and/or products are similar or substantially identical to those offered by the Bank during Executive’s employment with the Bank.

  • No Speculative Transactions No Credit Party shall engage in any transaction involving commodity options, futures contracts or similar transactions, except solely to hedge against fluctuations in the prices of commodities owned or purchased by it and the values of foreign currencies receivable or payable by it and interest swaps, caps or collars.

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • Limitation on Short Sales and Hedging Transactions The Buyer agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11(k), the Buyer and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Section 242.200 of Regulation SHO of the 0000 Xxx) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Related Person Transactions Except for indemnification, compensation or other employment arrangements in the ordinary course of business, there are no Contracts, transactions, arrangements or understandings between the Company or any of its Subsidiaries, on the one hand, and any Affiliate (including any director or officer) thereof, but not including any wholly owned Subsidiary of the Company, on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company’s Form 10-K or proxy statement pertaining to an annual meeting of stockholders.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • 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.

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