Impact on Certain Strategic Transactions by HBIO. The non-competition provisions in this Article IX shall not prevent the sale of HBIO to an entity that is engaged in business activities that are competitive with those of the HXXX Business, provided, however, that in the event of such a sale, while the acquiring entity may compete with the HXXX Business, it shall not directly or indirectly use any of HXXX’x Information, that is subject to confidentiality in accordance with Section 7.8 of the Separation and Distribution Agreement, in any manner that competes with the HXXX Business. In addition, in the event that HBIO, through its Harvard Apparatus Research Business, acquires a business that has products in the HXXX Business, it shall so notify HXXX in writing within ten (10) days of the effective date of such acquisition. Upon the receipt of such notice, HXXX shall have sixty (60) days to elect to either: (a) acquire that limited portion of the acquired business with the products in the HXXX Business, at a price determined by an independent, duly-qualified Third Party appraiser mutually selected by HXXX and HBIO; or (b) obtain an exclusive (only with respect to the HXXX Business) license to those products and/or become the exclusive (only with respect the HXXX Business) distributor for those products on terms and conditions mutually agreed-upon by the Parties.
Appears in 5 contracts
Samples: Intellectual Property Matters Agreement (Harvard Apparatus Regenerative Technology, Inc.), Intellectual Property Matters Agreement (Harvard Bioscience Inc), Intellectual Property Matters Agreement (Harvard Apparatus Regenerative Technology, Inc.)
