Distracting Products Clause Samples
The 'Distracting Products' clause defines and restricts the development, marketing, or sale of products that compete with or divert attention from the main products or services covered by the agreement. Typically, this clause applies to parties who might have the capability or incentive to introduce similar or substitute offerings that could undermine the value or exclusivity of the primary products. For example, a software developer under contract may be prohibited from launching a competing app during the term of the agreement. The core function of this clause is to protect the interests of the primary product by preventing conflicts of interest and ensuring the parties remain focused on their agreed objectives.
Distracting Products. Notwithstanding anything herein to the contrary, if Amgen is terminating this Agreement pursuant to Section 14.2 (Termination for Convenience), Article 9 (Distracting Products) will continue to apply with respect to the Terminated Product for [*] thereafter. In addition, for any termination hereunder, with respect to Article 9 (Distracting Product), each reference to “Product” or “Product Target” in the definitions of Distracting Product and Distracting Target will be deemed to a reference to include the Terminated Product and the Product Target corresponding to such Terminated Product.
Distracting Products. 6.1. The provisions of the Collaboration Agreement set out in and amended by Schedule 2.2 that relate to ‘Distracting Products’ (Article 8) shall survive termination of the Collaboration Agreement and are incorporated by reference herein.
Distracting Products. Notwithstanding the provisions of Sections 5.5.1 and 5.5.2, if (a) Mersana or any of its Affiliates acquires rights to [**] a product as the result of a merger, acquisition or combination with or of a Third Party other than a Change in Control (each, an “Acquisition Transaction”), and (b) on the date of the closing of such Acquisition Transaction (the “Closing Date”), such product is being [**] and such activities would, but for the provisions of this Section 5.5.4 constitute a breach of Section 5.5.1 or Section 5.5.2 (such product, a “Distracting Product”), then Mersana and such Affiliate shall either (i) within [**] after the Closing Date, [**] or (ii) within [**] after the Closing Date, [**] applicable obligations under Sections 5.5.1 and 5.5.2. Mersana will provide written notice to ▇▇▇▇▇▇▇ of its election pursuant to the foregoing clause (i) or (ii) within [**] after the Closing Date. During the period prior to such [**], Mersana or such Affiliate may continue the [**] of such Distracting Product, provided that Mersana complies with the following with respect to the program for the Distracting Product:
(a) [**] under this Agreement;
(b) [**], in such program;
(c) [**] under such program;
(d) [**] relating to this Agreement; and
(e) [**] relating to such program.
Distracting Products. The Parties hereby agree that, following the Amendment Effective Date, Section 14.6.1.4 (Distracting Product) shall be amended by deleting such Section 14.6.1.4 (Distracting Product) in its entirety.
Distracting Products