Common use of Effect of Acquisition Clause in Contracts

Effect of Acquisition. Notwithstanding Section 10.2, each Party acknowledges that the other Party (the “Concerned Party”) may be acquired or merge with a Third Party or acquire a Third Party during the Term of this Agreement (such transaction, an “Acquisition Transaction”, and such Third Party, the “Acquiror” or “Acquiree”). In such event, if the Acquiror or Acquiree (or a Third Party that is an Affiliate of such Acquiror or Acquiree prior to and following the date of such Acquisition Transaction) was Researching, Developing, Manufacturing or Commercializing one or more Competing Research Product(s) or Competing Collaboration Products prior to the closing of such Acquisition Transaction (each an “Acquired Competing Product”), subject to the Concerned Party’s compliance with this Section 10.3, such Concerned Party shall be deemed not to be in breach of Section 10.2: 10.3.1. if it Divests to a Third Party or permanently discontinues the Research, Development, Manufacture, and Commercialization of the Acquired Competing Product within [***] months after the closing of the Acquisition Transaction; 10.3.2. if the Parties agree to contribute the Acquired Competing Product to the collaboration between the Parties on terms and conditions to be negotiated in good faith and that are mutually acceptable to the Parties, each in its respective sole discretion, with such agreement, if any, to be reflected in an amendment to this Agreement or a separate agreement to be entered into by and between the Parties within [***] months after the closing of the Acquisition Transaction; or 10.3.3. if it requires that, the Acquiror (or Acquiree) and its Affiliates existing as of the date of the Acquisition Transaction (excluding the Concerned Party and its Affiliates) continue to Research and Develop (including Manufacture thereof solely for such Development purposes) such Acquired Competing Product without the participation or use of assets (including employees) owned or employed by the Concerned Party prior to the Acquisition Transaction, provided that, in the event the Concerned Party elects to proceed in accordance with this Section 10.3.3 no later than [***] months following the completion of the first [***] for such Product, and in any event and under all circumstances prior to any Commercialization of such Acquired Competing Product anywhere in the world, the Concerned Party shall elect, and shall complete, one of the options set forth in the foregoing Section 10.3.1, and Section 10.3.2 above with respect either to the Acquired Competing Product (i.e., if the Concerned Party elects Section 10.3.1 or Section 10.3.2) or the Compound corresponding thereto, as applicable. For clarity, any Commercialization of the Acquired Competing Product anywhere in the world (except as expressly contemplated by this Section 10.3) shall be deemed a breach of Section 10.2 by the Concerned Party. 10.3.4. For avoidance of doubt, Divestiture of the Acquired Competing Product in accordance with Section 10.3.1 shall not constitute Commercialization of the Acquired Competing Product for purposes of Section 10.3.3. Further, if the Parties are unable to agree on the terms under which the Concerned Party may contribute the Acquired Competing Product to the collaboration in accordance with Section 10.3.2, the Concerned Party must still make an election (i.e., Section 10.3.1 or Section 10.3.2). 10.3.5. Notwithstanding the foregoing, if a Party is acquired by an Acquiror or merging with an Acquiree having an Acquired Competing Product (i) of a CoDev Product that such Party has entered into a Full Sublicense Agreement with a Third Party, or (ii) if such Party is PIRS, of an Exclusive Product, such Acquiror or Acquiree or its Affiliates may in lieu of Section 10.3.1 to Section 10.3.3 above, elect to continue to Research, Develop, Manufacture and Commercialize such Acquired Competing Product without the participation or use of assets (including employees) owned or employed by such Party prior to the Acquisition Transaction or resulting from this Agreement, and provided that under such circumstances the reporting obligations of SGEN under Sections 3.7.1-3.7.3 shall not apply. Furthermore, if PIRS is acquired by an Acquiror, then such Acquiror shall be permitted to Research, Develop, Manufacture and Commercialize Competing Collaboration Products of an Exclusive Product without the participation or use of assets owned or employed by PIRS prior to the Acquisition Transaction or resulting from this Agreement, and so as long as such Competing Collaboration Products do not utilize the [***]. 10.3.6. For purposes of this Section 10.3:

Effect of Acquisition. Notwithstanding Section 10.2Sections 8.2.1–8.2.3, each Party acknowledges that the other Party (the “Concerned Party”) may be acquired by or merge with a Third Party or acquire a Third Party during the Term of this Agreement (such transaction, an “Acquisition Transaction”, and such Third Party, the “Acquiror” or “Acquiree”). In such event, if the Acquiror or Acquiree (or a Third Party that is an Affiliate of such Acquiror or Acquiree prior to and following the date of such Acquisition Transaction) was Researching, Developing, Manufacturing or Commercializing one or more Competing Research Product(s) or Competing Collaboration Products prior to the closing of such Acquisition Transaction (each an “Acquired Competing Product”), subject to the Concerned Party’s compliance with this Section 10.38.2.4, such Concerned Party shall be deemed not to be in breach of Section 10.2Sections 8.2.1–8.2.3: 10.3.18.2.4.1. if it Divests If the Concerned Party is AstraZeneca, and the Acquired Competing Product is [***] at the date of completion of such acquisition then the provisions of Section 8.2.3 shall apply. If the Acquired Competing Product is [***] at the date of completion of such acquisition, then AstraZeneca (or the Acquiror) shall make one of the following elections within [***] days of the close of the Acquisition Transaction: (a) discontinue the Product corresponding to the Acquired Competing Product by terminating this Agreement for convenience with respect to such Product, pursuant to Section 14.2.3; (b) Divest to a Third Party or permanently discontinues the Research, Development, Manufacture, and Commercialization of discontinue the Acquired Competing Product within [***] ([***]) months after the closing date of the Acquisition Transaction;; or 10.3.2. if the Parties agree to (c) contribute the Acquired Competing Product to the collaboration between the Parties on with Pieris at terms and conditions to be negotiated in good faith and that are mutually acceptable to the both Parties, each in its respective sole discretion, with such agreement, if any, to be reflected in an amendment to this Agreement or a separate agreement to be entered into by and between the Parties within [***] months after the closing of the Acquisition Transaction; or 10.3.3. if it requires that, the Acquiror (or Acquiree) and its Affiliates existing as of the date of the Acquisition Transaction (excluding the Concerned Party and its Affiliates) continue to Research and Develop (including Manufacture thereof solely for such Development purposes) such Acquired Competing Product without the participation or use of assets (including employees) owned or employed by the Concerned Party prior to the Acquisition Transaction, provided that, in the event the Concerned Party elects to proceed in accordance with this Section 10.3.3 no later than [***] months following the completion of the first [***] for such Product, and in any event and under all circumstances prior to any Commercialization of such Acquired Competing Product anywhere in the world, the Concerned Party shall elect, and shall complete, one of the options set forth in the foregoing Section 10.3.1, and Section 10.3.2 above with respect either to the Acquired Competing Product (i.e., if the Concerned Party elects Section 10.3.1 or Section 10.3.2) or the Compound corresponding thereto, as applicable. For clarity, any Commercialization of the Acquired Competing Product anywhere in the world (except as expressly contemplated by this Section 10.3) shall be deemed a breach of Section 10.2 by the Concerned Party. 10.3.4. For avoidance of doubt, Divestiture of the Acquired Competing Product in accordance with Section 10.3.1 shall should Pieris and AstraZeneca not constitute Commercialization of the Acquired Competing Product for purposes of Section 10.3.3. Further, if the Parties are unable to agree on the terms under which the Concerned Party may contribute the Acquired Competing Product such terms, then AstraZeneca has to the collaboration in accordance with Section 10.3.2, the Concerned Party must still make an election elect either option (i.e., Section 10.3.1 or Section 10.3.2). 10.3.5. Notwithstanding the foregoing, if a Party is acquired by an Acquiror or merging with an Acquiree having an Acquired Competing Product (ia) of a CoDev Product that such Party has entered into a Full Sublicense Agreement with a Third Party, or (iib) if such Party is PIRS, of an Exclusive Product, such Acquiror or Acquiree or its Affiliates may in lieu of Section 10.3.1 to Section 10.3.3 above, elect to continue to Research, Develop, Manufacture and Commercialize such Acquired Competing Product without the participation or use of assets (including employees) owned or employed by such Party prior to the Acquisition Transaction or resulting from this Agreement, and provided that under such circumstances the reporting obligations of SGEN under Sections 3.7.1-3.7.3 shall not apply. Furthermore, if PIRS is acquired by an Acquiror, then such Acquiror shall be permitted to Research, Develop, Manufacture and Commercialize Competing Collaboration Products of an Exclusive Product without the participation or use of assets owned or employed by PIRS prior to the Acquisition Transaction or resulting from this Agreement, and so as long as such Competing Collaboration Products do not utilize the [***]. 10.3.6. For purposes of this Section 10.3:

Effect of Acquisition. Notwithstanding Section 10.2, each Party acknowledges that the other Party (the “Concerned Party”) may be acquired or merge with a Third Party or acquire a Third Party during the Term of this Agreement (such transaction, an “Acquisition Transaction”, and such Third Party, the “Acquiror” or “Acquiree”). In such event, if the Acquiror or Acquiree (or a Third Party that is an Affiliate of such Acquiror or Acquiree prior to and following the date of such Acquisition Transaction) was Researching, Developing, Manufacturing or Commercializing one or more Competing Research Product(s) or Competing Collaboration Products prior to the closing of such Acquisition Transaction (each an “Acquired Competing Product”), subject to the Concerned Party’s compliance with this Section 10.3, such Concerned Party shall be deemed not to be in breach of Section 10.2: 10.3.1. 10.3.1 if it Divests to a Third Party or permanently discontinues the Research, Development, Manufacture, and Commercialization of the Acquired Competing Product within [***] months after the closing of the Acquisition Transaction; 10.3.2. 10.3.2 if the Parties agree to contribute the Acquired Competing Product to the collaboration between the Parties on terms and conditions to be negotiated in good faith and that are mutually acceptable to the Parties, each in its respective sole discretion, with such agreement, if any, to be reflected in an amendment to this Agreement or a separate agreement to be entered into by and between the Parties within [***] months after the closing of the Acquisition Transaction; or 10.3.3. 10.3.3 if it requires that, the Acquiror (or Acquiree) and its Affiliates existing as of the date of the Acquisition Transaction (excluding the Concerned Party and its Affiliates) continue to Research and Develop (including Manufacture thereof solely for such Development purposes) such Acquired Competing Product without the participation or use of assets (including employees) owned or employed by the Concerned Party prior to the Acquisition Transaction, provided that, in the event the Concerned Party elects to proceed in accordance with this Section 10.3.3 no later than [***] months following the completion of the first [***] for such Product, and in any event and under all circumstances prior to any Commercialization of such Acquired Competing Product anywhere in the world, the Concerned Party shall elect, and shall complete, one of the options set forth in the foregoing Section 10.3.1, and Section 10.3.2 above with respect either to the Acquired Competing Product (i.e., if the Concerned Party elects Section 10.3.1 or Section 10.3.2) or the Compound corresponding thereto, as applicable. For clarity, any Commercialization of the Acquired Competing Product anywhere in the world (except as expressly contemplated by this Section 10.3) shall be deemed a breach of Section 10.2 by the Concerned Party. 10.3.4. 10.3.4 For avoidance of doubt, Divestiture of the Acquired Competing Product in accordance with Section 10.3.1 shall not constitute Commercialization of the Acquired Competing Product for purposes of Section 10.3.3. Further, if the Parties are unable to agree on the terms under which the Concerned Party may contribute the Acquired Competing Product to the collaboration in accordance with Section 10.3.2, the Concerned Party must still make an election (i.e., Section 10.3.1 or Section 10.3.2). 10.3.5. 10.3.5 Notwithstanding the foregoing, if a Party is acquired by an Acquiror or merging with an Acquiree having an Acquired Competing Product (i) of a CoDev Product that such Party has entered into a Full Sublicense Agreement with a Third Party, or (ii) if such Party is PIRS, of an Exclusive Product, such Acquiror or Acquiree or its Affiliates may in lieu of Section 10.3.1 to Section 10.3.3 above, elect to continue to Research, Develop, Manufacture and Commercialize such Acquired Competing Product without the participation or use of assets (including employees) owned or employed by such Party prior to the Acquisition Transaction or resulting from this Agreement, and provided that under such circumstances the reporting obligations of SGEN under Sections 3.7.1-3.7.3 shall not apply. Furthermore, if PIRS is acquired by an Acquiror, then such Acquiror shall be permitted to Research, Develop, Manufacture and Commercialize Competing Collaboration Products of an Exclusive Product without the participation or use of assets owned or employed by PIRS prior to the Acquisition Transaction or resulting from this Agreement, and so as long as such Competing Collaboration Products do not utilize the [***]. 10.3.6. 10.3.6 For purposes of this Section 10.3: 10.3.6.1 The term “Divest” or “Divestiture” means, with respect to an Acquired Competing Product, the sale, exclusive (even with respect to a Party and its Affiliates) license, or other delegation, assignment or transfer by a Party or its Affiliates of all of their respective Development and Commercialization rights or obligations with respect to such compound or product to a Third Party without the retention or reservation of any commercialization interest or participation rights (other than solely an economic interest or the right to enforce customary terms and conditions contained in the relevant agreements effectuating such Divestiture, including rights of access and review in connection therewith).