Common use of Exceptions to the non-compete Clause in Contracts

Exceptions to the non-compete. 13.2.1 The restrictions in Clause 13.1 shall not apply to: (i) any Delayed Business in the period between Closing and the relevant Delayed Closing Date; (ii) the Specified Excluded Businesses; (iii) the Influenza Business; (iv) any activities of any nature undertaken or developed by the Seller’s Group (other than the Vaccines Group) in relation to oncology; (v) any activities of any nature (or any assets related thereto) contributed by the Seller’s Group pursuant to the Consumer Contribution Agreement; (vi) any supply agreements between the Seller’s Group (other than the Vaccines Group) and the Business, the Influenza Business or Xxx Constellation Limited (or its Affiliates); (vii) any person at such time as it is no longer a member of the Seller’s Group, and any person that purchases assets, operations, subsidiaries or businesses from the Seller’s Group if such Person is not a member of the Seller’s Group after such transaction is consummated; (viii) any Affiliate of Seller in which a person who is not a member of the Seller’s Group holds equity interests and with respect to whom a member of the Seller’s Group has existing contractual or legal obligations limiting its discretion to impose non-competition obligations; (ix) the holding of shares in a company or other entity for investment purposes provided the Seller does not exercise, directly or indirectly, Control over that company or entity; (x) any business activity that would otherwise violate Clause 13.1 that is acquired in connection with an acquisition so long as the relevant member of the Seller’s Group divests all or substantially all of the business activity that would otherwise violate Clause 13.1 or otherwise terminates or disposes of such business activity, product line or assets of such acquired business that would otherwise violate Clause 13.1 within nine months after the consummation of the relevant acquisition, or such longer period as may reasonably be necessary to comply with Applicable Law (provided that in those circumstances the Seller shall procure that the Restricted Business is disposed of as soon as reasonably practicable); (xi) passive investments by a pension or employee benefit plan or trust for present or former employees; (xii) financial investments by the Novartis Venture Funds; (xiii) investments by the Novartis Foundation for Sustainable Development, or a similar non-profit-based organization; (xiv) performance of any obligation of the Seller’s Group under the Ancillary Agreements, as amended from time to time in accordance with its their terms; or (xv) provision of data or other content to or in connection with business conducted by any person, in each case as required by Applicable Law.

Exceptions to the non-compete. 13.2.1 The restrictions in Clause 13.1 12.1 shall not apply to: (i) any Delayed Business in the period between Closing and the relevant Delayed Closing Date; (ii) the Specified Excluded Businesses; (iii) the Influenza Business; (iv) 12.2.1 any activities of any nature undertaken or developed by the Seller’s Group (other than the Vaccines Group) in relation to oncologyvaccines; (v) any activities of any nature (or any assets related thereto) contributed by the Seller’s Group pursuant to the Consumer Contribution Agreement; (vi) any supply agreements between the Seller’s Group (other than the Vaccines Group) and the Business, the Influenza Business or Xxx Constellation Limited (or its Affiliates); (vii) any person at such time as it is no longer a member of the Seller’s Group, and any person that purchases assets, operations, subsidiaries or businesses from the Seller’s Group if such Person is not a member of the Seller’s Group after such transaction is consummated; (viii) 12.2.2 any Affiliate of Seller in which a person who is not a member of the Seller’s Group holds equity interests and with respect to whom a member of the Seller’s Group has existing contractual or legal obligations limiting its discretion to impose non-competition obligations; (ix) 12.2.3 the holding of shares in a company or other entity for investment purposes provided the Seller does not exercise, directly or indirectly, Control over that company or entity; (x) 12.2.4 any business activity that would otherwise violate Clause 13.1 12.1 that is acquired in connection with an acquisition so long as the relevant member of the Seller’s Group divests all or substantially all of the business activity that would otherwise violate Clause 13.1 12.1 or otherwise terminates or disposes of such business activity, product line or assets of such acquired business that would otherwise violate Clause 13.1 12.1 within nine months after the consummation of the relevant acquisition, or such longer period as may reasonably be necessary to comply with Applicable Law (provided that in those circumstances the Seller shall procure that the Restricted Business such competing business activity is disposed of as soon as reasonably practicable); (xi) 12.2.5 passive investments by a pension or employee benefit plan or trust for present or former employees; (xii) financial investments by the Novartis Venture Funds; (xiii) investments by the Novartis Foundation for Sustainable Development, or a similar non-profit-based organization; (xiv) 12.2.6 performance of any obligation of the Seller’s Group under this Agreement or any of the Ancillary Agreements, as amended from time to time in accordance with its their terms; 12.2.7 any manufacturing of products that are not Competing Products by any member of the Seller’s Group for the Seller’s Group or any third party; 12.2.8 any manufacturing and supply of the Divested Zofran Product by any member of the Seller’s Group exclusively for or to the order of Aspen Global Incorporated and its Affiliates for sale in Australia to the extent required under the Aspen Agreements; or (xv) 12.2.9 provision of data or other content to or in connection with business conducted by any person, in each case as required by Applicable Law.

Exceptions to the non-compete. 13.2.1 The restrictions in Clause 13.1 12.1 shall not apply to: (i) any Delayed Business in the period between Closing and the relevant Delayed Closing Date; (ii) the Specified Excluded Businesses; (iii) the Influenza Business; (iv) 12.2.1 any activities of any nature undertaken or developed by the Seller’s Group (other than the Vaccines Group) in relation to oncologyvaccines; (v) any activities of any nature (or any assets related thereto) contributed by the Seller’s Group pursuant to the Consumer Contribution Agreement; (vi) any supply agreements between the Seller’s Group (other than the Vaccines Group) and the Business, the Influenza Business or Xxx Constellation Limited (or its Affiliates); (vii) any person at such time as it is no longer a member of the Seller’s Group, and any person that purchases assets, operations, subsidiaries or businesses from the Seller’s Group if such Person is not a member of the Seller’s Group after such transaction is consummated; (viii) 12.2.2 any Affiliate of Seller in which a person who is not a member of the Seller’s Group holds equity interests and with respect to whom a member of the Seller’s Group has existing contractual or legal obligations limiting its discretion to impose non-competition obligations; (ix) 12.2.3 the holding of shares in a company or other entity for investment purposes provided the Seller does not exercise, directly or indirectly, Control over that company or entity; (x) 12.2.4 any business activity that would otherwise violate Clause 13.1 12.1 that is acquired in connection with an acquisition so long as the relevant member of the Seller’s Group divests all or substantially all of the business activity that would otherwise violate Clause 13.1 12.1 or otherwise terminates or disposes of such business activity, product line or assets of such acquired business that would otherwise violate Clause 13.1 12.1 within nine months after the consummation of the relevant acquisition, or such longer period as may reasonably be necessary to comply with Applicable Law (provided that in those circumstances the Seller shall procure that the Restricted Business such competing business activity is disposed of as soon as reasonably practicable); (xi) 12.2.5 passive investments by a pension or employee benefit plan or trust for present or former employees; (xii) financial investments by the Novartis Venture Funds; (xiii) investments by the Novartis Foundation for Sustainable Development, or a similar non-profit-based organization; (xiv) 12.2.6 performance of any obligation of the Seller’s Group under this Agreement or any of the Ancillary Agreements, as amended from time to time in accordance with its their terms; or; (xv) 12.2.7 any manufacturing of products that are not Competing Products by any member of the Seller’s Group for the Seller’s Group or any third party; 12.2.8 any manufacturing and supply of the Divested Zofran Product by any member of the Seller’s Group exclusively for or to the order of Aspen Global Incorporated and its Affiliates for sale in Australia to the extent required under the Aspen Agreements; 12.2.9 performance of any obligation of the Seller’s Group under the [***], as amended to the extent permitted by this Agreement from time to time; 12.2.10 provision of data or other content to or in connection with business conducted by any person, in each case as required by Applicable Law.