Common use of Competitive Products Clause in Contracts

Competitive Products. (a) Following the Determination and during the Term of this Agreement in the event that Alcon (i) initiates human clinical trials of a Competitive Product with the intention of commercializing such Competitive Product during the Term of this Agreement; (ii) initiates commercial sale of a Competitive Product; or (iii) enters into an agreement pursuant to which it acquires rights to a Competitive Product (whether by assignment, license or otherwise) with the intention of commercializing such Competitive Product during the Term of this Agreement, other than an agreement described in Section 3.8(b), then Pharmacyclics shall have the right to immediately terminate this Agreement. Alcon shall promptly notify Pharmacyclics if it undertakes any of the above activities. (b) In the event Alcon acquires a third party entity and such third party entity was, at the time of such acquisition, developing or commercializing a Competitive Product (an "Acquired Company Competitive Product"), Alcon shall provide written notice of such acquisition and a description of the Acquired Company Competitive Product to Pharmacyclics and the following shall apply: (i) if, at the time of such acquisition, the Acquired Company Competitive Product has received MA anywhere in the Territory and the Licensed Product has not yet received MA anywhere in the Territory, Alcon shall continue with development of the Licensed Product as set forth in this Agreement (including, but not limited to, in accordance with Sections 8.1 and 8.2). Within thirty (30) days of the date upon which the Licensed Product receives MA anywhere in the Territory, Alcon shall elect whether to (x) continue commercializing the Acquired Company Competitive Product in the Territory or (y) commence commercializing Licensed Product in the Territory and shall provide written notice to Pharmacyclics indicating which option it has elected. In the event Alcon elects to continue commercializing the Acquired Company Competitive Product in the Territory, then Pharmacyclics shall have the right to immediately terminate this Agreement. In the event Alcon elects to commence commercializing Licensed Product in the Territory, then Alcon shall, within (*) of such election, cease marketing and selling (and enabling third parties to market and sell) Acquired Company Competitive Product in the Territory. (ii) if, at the time of such acquisition, the Acquired Company Competitive Product has not yet received MA anywhere in the Territory and the Licensed Product has received MA anywhere in the Territory, Alcon may continue with development of the Acquired Company Competitive Product. Within thirty (30) days of the date upon which the * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the Commission pursuant to Rule 406.

Competitive Products. (a) Following the Determination and CKK agrees that during the Term term of this Agreement CKK shall not develop, acquire an interest in (except for investments in any publicly traded company which on a cumulative basis do not exceed three percent (3%) of the outstanding shares of stock of such company), promote, market, sell, license or otherwise distribute products which, in Cadence's reasonable opinion, are competitive with any Products or in the event same product category as any of the Products ("Competitive Products"), except for the products enumerated on Exhibit E ("Excluded Competitive Products and Services"). CKK agrees that Alcon it will require its Distributors and Affiliates not to develop, acquire an interest in (except for investments in any publicly traded company which on a cumulative basis do not exceed three percent (3%) of the outstanding shares of stock of such company), promote, market, sell, license or otherwise distribute Competitive Products. The list of the companies and products that CKK, its Affiliates, its Distributors and their Affiliates currently represent is set forth on Exhibit E, and such companies and products are not included in the category of Competitive Products. CKK shall promptly notify Cadence in writing of any new Distributors and Affiliates and of any new Competitive Products or companies that produce Competitive Products which CKK, its Distributors and Affiliates, or their Affiliates, propose to represent. With Cadence's approval such Competitive Products may be added to Exhibit E. The foregoing obligations shall not apply to the extent that CKK, its Affiliates, its Distributors or their Affiliates are under a contractual obligation ("Existing Obligation") to distribute any such Competitive Product as of the date (the "Obligation Date") such entity becomes subject to the terms of this Section; provided, however, that from and after the Obligation Date, (i) initiates human clinical trials of a Competitive Product with the intention of commercializing such entity shall not enter into any further agreements or other obligations to provide such Competitive Product during the Term of this Agreementto any party; and (ii) initiates commercial sale such entity shall cease the promotion, marketing, sale, licensing or distribution of a Competitive Product; or (iii) enters into an agreement pursuant to which it acquires rights to a Competitive Product (whether by assignment, license or otherwise) with the intention of commercializing such Competitive Product during in compliance with the Term terms of this AgreementSection, other than an agreement described in Section 3.8(b), then Pharmacyclics shall have all subject to the right to immediately terminate this Agreement. Alcon shall promptly notify Pharmacyclics if it undertakes fulfill any of the above activities. (b) In the event Alcon acquires a third party entity and such third party entity was, at the time of such acquisition, developing or commercializing a Competitive Product (an "Acquired Company Competitive Product"), Alcon shall provide written notice of such acquisition and a description of the Acquired Company Competitive Product to Pharmacyclics and the following shall apply: (i) if, at the time of such acquisition, the Acquired Company Competitive Product has received MA anywhere in the Territory and the Licensed Product has not yet received MA anywhere in the Territory, Alcon shall continue with development of the Licensed Product as set forth in this Agreement (including, but not limited to, in accordance with Sections 8.1 and 8.2). Within thirty (30) days of the date upon which the Licensed Product receives MA anywhere in the Territory, Alcon shall elect whether to (x) continue commercializing the Acquired Company Competitive Product in the Territory or (y) commence commercializing Licensed Product in the Territory and shall provide written notice to Pharmacyclics indicating which option it has electedExisting Obligations. In the event Alcon elects an entity is subject to continue commercializing the Acquired Company Existing Obligations with respect to Competitive Product in the TerritoryProducts, then Pharmacyclics shall have the right to immediately terminate this Agreement. In the event Alcon elects to commence commercializing Licensed Product in the Territory, then Alcon such entity shall, within (*) no later than the Obligation Date, notify Cadence of any such election, cease marketing and selling (and enabling third parties to market and sell) Acquired Company Competitive Product in the Territory. (ii) if, at the time of such acquisition, the Acquired Company Competitive Product has not yet received MA anywhere in the Territory obligations and the Licensed Product has received MA anywhere in the Territory, Alcon may continue with development date of the Acquired Company Competitive Product. Within thirty (30) days termination of the date upon which the * Indicates that material has been omitted and confidential treatment has been requested therefor. All each such omitted material has been filed separately with the Commission pursuant to Rule 406obligations.

Competitive Products. (a) Following the Determination and during the Term of this Agreement in the event that Alcon (i) initiates human clinical trials of a Competitive Product with the intention of commercializing such Competitive Product during the Term of this Agreement; (ii) initiates commercial sale of a Competitive Product; or (iii) enters into an agreement pursuant to which it acquires rights to a Competitive Product (whether by assignment, license or otherwise) with the intention of commercializing such Competitive Product during the Term of this Agreement, other than an agreement described in Section 3.8(b), then Pharmacyclics shall have the right to immediately terminate this Agreement. Alcon shall promptly notify Pharmacyclics if it undertakes any of the above activities. (b) In the event Alcon acquires a third party entity and such third party entity was, at the time of such acquisition, developing or commercializing a Competitive Product (an "Acquired Company Competitive Product"), Alcon shall provide written notice of such acquisition and a description of the Acquired Company Competitive Product to Pharmacyclics and the following shall apply: (i) if, at the time of such acquisition, the Acquired Company Competitive Product has received MA anywhere in the Territory and the Licensed Product has not yet received MA anywhere in the Territory, Alcon shall continue with development of the Licensed Product as set forth in this Agreement (including, but not limited to, in accordance with Sections 8.1 and 8.2). Within thirty (30) days of the date upon which the Licensed Product receives MA anywhere in the Territory, Alcon shall elect whether to (x) continue commercializing the Acquired Company Competitive Product in the Territory or (y) commence commercializing Licensed Product in the Territory and shall provide written notice to Pharmacyclics indicating which option it has elected. In the event Alcon elects to continue commercializing the Acquired Company Competitive Product in the Territory, then Pharmacyclics shall have the right to immediately terminate this Agreement. In the event Alcon elects to commence commercializing Licensed Product in the Territory, then Alcon shall, within (*) of such election, cease marketing and selling (and enabling third parties to market and sell) Acquired Company Competitive Product in the Territory. (ii) if, at the time of such acquisition, the Acquired Company Competitive Product has not yet received MA anywhere in the Territory and the Licensed Product has received MA anywhere in the Territory, Alcon may continue with development of the Acquired Company Competitive Product. Within thirty (30) days of the date upon which the * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the Commission pursuant to Rule 406.the

Competitive Products. (a) Following the Determination and during the Term of this Agreement For so long as Schering (or in the event that Alcon of a sublicense, its sublicensee) holds the right to sell an INTEGRILIN Product under this A-R Agreement in a particular country in the Schering Territory, Schering (iand any of such sublicensees) initiates human clinical trials shall not promote the sale of, or engage in pre-approval promotion activities relating to, any injectable formulation of a Competitive Product with the intention of commercializing in such Competitive Product during the Term of this Agreement; (ii) initiates commercial sale of a Competitive Product; or (iii) enters into an agreement pursuant to which it acquires rights to a Competitive Product (whether by assignment, license or otherwise) with the intention of commercializing such Competitive Product during the Term of this Agreement, other than an agreement described in Section 3.8(b), then Pharmacyclics shall have the right to immediately terminate this Agreement. Alcon shall promptly notify Pharmacyclics if it undertakes any of the above activitiescountry. (b) In If during the term of this A-R Agreement Schering develops and commercially introduces an INTEGRILIN Product in a non-injectable dosage form in one or more countries in the Schering Territory, then the terms of this Section 5.1(b) shall apply. Except as provided below, Schering (or in the event Alcon acquires of a third party entity sublicense, its sublicensee) shall not promote the sale of, or engage in pre-approval promotion activities relating to, any Competitive Product in a particular country in the same non-injectable dosage form in which an INTEGRILIN Product has been commercially introduced by Schering under this A-R Agreement in such country; PROVIDED, HOWEVER, that the foregoing restriction shall not apply to any orally administered product. (c) If Millennium or any of its Affiliates, sublicensees or collaboration partners intends to promote the sale of, or engage in pre-approval promotion activities relating to, any Competitive Product (including, without limitation, any Competitive Product derived from the collaboration between Millennium and such third party entity wasEli Lilly and Company) or generically equivalent product, it shaxx nxxxxx Schering at least one year in advance of the time date that Millennium reasonably believes its promotion of such acquisition, developing or commercializing a Competitive Product (an or generically equivalent product may commence. Such notice shall be provided separately for each country and product in question. For purposes of this Section, "Acquired Company pre-approval promotion" shall mean the outside activities of sales representatives or the sponsorship of events, such as symposia, primarily for the purpose of highlighting the benefits of Competitive Product")Products or, Alcon if applicable, generically equivalent products, which activities are otherwise allowed by applicable regulatory authorities. Pre-approval promotion shall provide written notice exclude, however, scientific publications by any person and presentations by researchers or investigators who are not employees of such acquisition Millennium or its Affiliates, sublicensees or collaboration partners. Millennium represents and a description warrants to Schering, as of the Acquired Company Execution Date and as of the Closing Date, that neither it nor any of its Affiliates, sublicensees or collaboration partners is engaged in pre-approval promotion activities relating to any Competitive Product or generically equivalent product in any county in the Schering Territory and that it has no plans to Pharmacyclics and promote the following shall apply: (i) ifsale of, at the time of such acquisitionor engage in pre-approval promotion activities relating to, the Acquired Company any Competitive Product has received MA anywhere or generically equivalent product in the Territory and Schering Territory. As used herein, a "generically equivalent product" is any product containing the Licensed Product has not yet received MA anywhere in the Territory, Alcon shall continue with development of the Licensed Product as set forth in this Agreement (including, but not limited to, in accordance with Sections 8.1 and 8.2). Within thirty (30) days of the date upon which the Licensed Product receives MA anywhere in the Territory, Alcon shall elect whether to (x) continue commercializing the Acquired Company Competitive Product in the Territory or (y) commence commercializing Licensed Product in the Territory and shall provide written notice to Pharmacyclics indicating which option it has elected. In the event Alcon elects to continue commercializing the Acquired Company Competitive Product in the Territory, then Pharmacyclics shall have the right to immediately terminate this Agreement. In the event Alcon elects to commence commercializing Licensed Product in the Territory, then Alcon shall, within (*) of such election, cease marketing and selling (and enabling third parties to market and sell) Acquired Company Competitive Product in the TerritoryCompound. (ii) if, at the time of such acquisition, the Acquired Company Competitive Product has not yet received MA anywhere in the Territory and the Licensed Product has received MA anywhere in the Territory, Alcon may continue with development of the Acquired Company Competitive Product. Within thirty (30) days of the date upon which the * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the Commission pursuant to Rule 406.