Impact on Certain Strategic Transactions by HXXX. The non-competition provisions set forth in this Article IX shall not prevent the sale of HXXX to an entity that is engaged in business activities that are competitive with those of the HBIO Group , provided, however, that in the event of such a sale, while the acquiring entity may compete with the HBIO Group’s business, it shall not directly or indirectly use any of the HBIO Group’s 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 HBIO Group’s business. In addition, in the event that HXXX acquires a business that that has products outside of the HXXX Business, it shall so notify HBIO in writing within ten (10) days of the effective date of such acquisition. Upon the receipt of such notice, HBIO shall have sixty (60) days to elect to either: (a) acquire that limited portion of the acquired business with the products in the HBIO Group’s business, at a price determined by an independent, duly-qualified Third Party appraiser mutually selected by HBIO and HXXX; or (B) obtain an exclusive (only with respect to the HBIO Group’s business) license to those products and/or become the exclusive (only with respect to the HBIO Group’s 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 Bioscience Inc), Intellectual Property Matters Agreement (Harvard Apparatus Regenerative Technology, Inc.), Intellectual Property Matters Agreement (Harvard Apparatus Regenerative Technology, Inc.)
