Competitive Product. Competitive Product" shall mean a product or service, made or provided by a Competitor, which is the same as or is directly competitive with one with respect to which the Employee acquired confidential information relating to the Company, or its business, products or services by reason of the Employee's work with the Company.
Competitive Product. Orphan Medical acknowledges that (i) Celltech has developed and is marketing methylphenidate in certain countries within the Territory for Indications other than the Licensed Indications, but that methylphenidate is occasionally used on an off-label basis to treat the Licensed Indications; (ii) Celltech is marketing dexedrine in the United Kingdom for the Licensed Indications; and (iii) Celltech will be marketing Equasym IR in France for the Licensed Indications. With the exception of the off-label use of methylphenidate in the Territory, dexedrine in the United Kingdom, and Equasym IR in France, Celltech shall not, for five (5) years from the Effective Date of this Agreement, either directly or indirectly through subdistributors, sublicensees or otherwise, develop, manufacture, promote, market or distribute products in the Territory that are competitive with the Product; provided, however, nothing herein shall prohibit Celltech from acquiring, by stock purchase, asset purchase or merger any company, or division of a company, that is developing, marketing, manufacturing, promoting or distributing a competitive product where the annual sales (or in the case of a product in development, the projected sales) of such competitive product in the Territory are less than twenty percent (20%) of such company's or division's total annual sales. For purposes of this Section 2.7, a competitive product shall be one that: (a) is approved for prescription for a Licensed Indication or (b) is used off-label for a Licensed Indication and such off-label sales comprise more than twenty percent (20%) of such product's sales in the Territory or more than twenty percent (20%) of the sales of the Product in the Territory.
Competitive Product. Either Party may, by written notice to the other Party, immediately terminate this Agreement in the event the other Party is in breach of Section 2.21.
Competitive Product. 3.3.1 As of the Effective Date and for [***] thereafter, neither Party nor its Affiliates shall research (other than [***], which may be conducted worldwide), develop, register, file for registration, manufacture, purchase, sell, promote, distribute, commercialize or otherwise exploit any Competitive Product in the Field anywhere in the Territory nor enable or authorize any Third Party to do so. The foregoing shall not preclude either Party from conducting research related to [***] that are not [***]; provided that any such research shall not continue should such [***] become [***].
3.3.2 Notwithstanding Section 3.3.1, if a Party or any of its Affiliates, either as a result of a merger, acquisition, change of control or similar transaction (including an acquisition of assets) (the “Transaction”) acquires (such Party being referred to as the “Acquiring Party”) or is acquired (such Party being referred to as the “Acquired Party”) by or otherwise merges with an entity that owns, has a license to, or a right to distribute, a Competitive Product that would otherwise result in a violation of Section 3.3.1, then the following shall apply:
(a) The Acquiring Party shall (i) promptly, and in any event no later than [***] following the date of the Transaction, notify the other Party in writing of the Transaction and the Competitive Product, (ii) promptly [***] the Competitive Product, and (iii) divest, or cause its relevant Affiliate to divest, all rights (including distribution rights) to the Competitive Product in accordance with this Section 3.3.2. The Acquiring Party shall promptly, and in any event no later than [***] following the date of the Transaction, notify the other Party that it or its Affiliate, as the case may be, intends to undertake good faith efforts to divest the Competitive Product, such divestiture shall be completed within [***] after the date of the Transaction and shall occur by (1) a termination of or an outright sale or assignment to a Third Party of all of the Acquiring Party’s or its Affiliate’s rights and interest in and to the Competitive Product (including all rights under any contract, such as a license or distribution agreement) or (2) an out license arrangement under which the Acquiring Party and its Affiliates have no ongoing involvement in the development or commercialization of the Competitive Product and derive no material ongoing financial return following the effective date of divestiture and no financial benefit tied to sales ...
Competitive Product. During AGREEMENT TERM, (a) OPTIMER shall not sell, and shall cause SUBLICENSEES not to sell COMPETITIVE PRODUCT in the TERRITORY without the prior written consent of SHINYAKU except for any products for which OPTIMER or SUBLICENSEES have already begun clinical testing as of the EFFECTIVE DATE, and (b) SHINYAKU and its AFFILIATES will not, nor authorize any third party to, develop, market or import COMPETITIVE PRODUCT in the TERRITORY.
Competitive Product. During AGREEMENT TERM, INNOVIVE shall not sell, and its SUBLICENSEES shall agree in a sublicense agreement not to sell, COMPETITIVE PRODUCT in any country of the TERRITORY without the prior written consent of SHINYAKU.
Competitive Product. In consideration of Seller's agreement to provide the significant volume-based rebates described in Exhibit B attached hereto, Buyer agrees to limit the extent to which it acquires equipment which is competitive with the Products manufactured by Seller. Buyer agrees to purchase no more than 5% of its annual requirements of Machines for new store development from competitors of Seller, and compliance with this covenant shall be tested on a trailing 12-month basis. In addition, if (a) Seller is unable to deliver (i) Machines which Buyer has ordered within forty-five (45)
Competitive Product. In the event a Competitive Product is sold in a country, then the royalty term set out in Section 5.4.1.(a)(iii) for the corresponding Product shall be [**] from First Commercial Sale without regard to the existence of a Valid Patent Claim and royalties shall be reduced in accordance Section 5.4.1(a)(ii) .
Competitive Product. As of the Effective Date and for [**] thereafter, neither Party nor its Affiliates shall research (other than [**], which may be conducted worldwide), develop, register, file for registration, manufacture, purchase, sell, promote, distribute, commercialize or otherwise exploit any Competitive Product in the Field anywhere in the Territory nor enable or
