Common use of Non-Compete Covenants Clause in Contracts

Non-Compete Covenants. (a) Each Party shall not, and shall cause its Affiliates and (as to Eisai) Sub-distributors and Co-Promotion Partners not to, file an NDA, a BLA or any equivalent thereof for, market, promote, detail, offer for sale, sell or distribute, or conduct other similar activities related to the commercial sale of, a Competing Product in a particular country in the Territory during the period commencing on the Effective Date and ending 12 years after the First Commercial Sale of the first Product in such country (the “Non-Compete Period” for such country); provided, that a product that receives Regulatory Approval in a country in the Territory for an addiction disorder Indication shall no longer be deemed a Competing Product in such country (provided, that such product does not otherwise meet the definition of “Competing Product”) upon the later of (i) five years after the Effective Date and (ii) if the Parties agree during such five-year period to develop an Additional Product for an addiction disorder Indication for such country, the date when the Parties are no longer developing (i.e., have not conducted any activity under a Development Plan for six months) or Commercializing any Additional Product for an addiction disorder Indication in or for such country under this Agreement. (b) Notwithstanding Section 2.4(a), Arena shall not be in breach of Section 2.4(a) by virtue of any Person filing an NDA, a BLA or any equivalent thereof for, marketing, promoting, detailing, offering for sale, selling or distributing, or conducting other similar activities related to the commercial sale of, any Competing Product in a country in the Territory (a “Competing Program” in such country), which Person becomes an Affiliate of Arena through a Change of Control of Arena during the Non-Compete Period for such country; provided, that Arena notifies Eisai in writing promptly after the closing of such Change of Control of Arena. In the event of any such Change of Control of Arena during the applicable Non-Compete Period where such Affiliate has a Competing Program in the applicable country in the Territory, if such Affiliate does not cease such Competing Program entirely (whether by a divestiture of such Competing Program in a transaction where Arena and its Affiliates retain no interest in the divested Competing Program, or otherwise) within six months after such Change of Control, then after the end of such six-month period (during which Arena or such Affiliate, as the case may be, shall be permitted to file an NDA, a BLA or any equivalent thereof for, market, promote, detail, offer for sale, sell and distribute, and conduct other similar activities related to the commercial sale of, the applicable Competing Product in such country), then with respect to Development Plans for the Product that competes with the Competing Product, pursuant to Section 4.1(f), Eisai shall have final decision-making authority with respect to all decisions regarding each such Development Plan being conducted for such country, but only for so long as such Competing Program continues, including whether or not to enter into or continue such Development Plan, except that Eisai may not (i) obligate Arena to (A) perform any clinical trials or development work other than Post-Approval Required U.S. Development or (B) perform or fund any clinical trials or other development work for which a Development Plan does not exist

Non-Compete Covenants. (a) Each Party shall VODone agrees that it will not, and shall cause its Affiliates and (as to Eisai) Sub-distributors and Co-Promotion Partners will procure each VODone Affiliate not to, file an NDAwithout the consent of CMGE, a BLA directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend its name or any equivalent thereof forsimilar name to, market, promote, detail, offer for sale, sell or distributelend its credit to, or conduct other similar activities related to the commercial sale ofrender services or advice to, a Competing Product in a particular country in the Territory during the period commencing on the Effective Date and ending 12 years after the First Commercial Sale of the first Product in such country (the “Non-Compete Period” for such country)any Competitive Business; provided, that a product that receives Regulatory Approval in a country in the Territory for an addiction disorder Indication shall no longer be deemed a Competing Product in such country (providedhowever, that such product does not otherwise meet the definition of “Competing Product”) upon the later of VODone and VODone Affiliates, (i) five years after in aggregate, may purchase or otherwise acquire up to (but not more than) twenty percent (20%) of any class of securities of any enterprise (but without otherwise participating in the Effective Date and activities of such enterprise) if such securities are listed on any national or regional securities exchange, or any stock trading market anywhere in the world, or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, (ii) if may hold shares and other securities in CMGE or any of the Parties agree during such five-year period to develop an Additional Product CMGE Affiliates; and (iii) engage in and/or discharge any duty, service or act for an addiction disorder Indication for such country, the date when benefit of CMGE or any of the Parties are no longer developing (i.e., have not conducted any activity under a Development Plan for six months) or Commercializing any Additional Product for an addiction disorder Indication in or for such country under this AgreementCMGE Affiliates. (b) Notwithstanding Section 2.4(a)VODone agrees to refer, Arena shall not be in breach of Section 2.4(a) by virtue of and will procure each VODone Affiliate to refer, to CMGE any Person filing an NDA, a BLA and all future Competitive Business opportunities for CMGE’ consideration before VODone or any equivalent thereof for, marketing, promoting, detailing, offering VODone Affiliate considers any such opportunity for sale, selling or distributing, or conducting other similar activities related to the commercial sale of, any Competing Product in a country in the Territory (a “Competing Program” in such country), which Person becomes an Affiliate of Arena through a Change of Control of Arena during the Non-Compete Period for such country; provided, that Arena notifies Eisai in writing promptly after the closing of such Change of Control of Arenaits own business. In the event of any connection with such Change of Control of Arena during the applicable Non-Compete Period referral, CMGE shall abide by, and, where such appropriate, CMGE shall cause CMGE Affiliates to agree with VODone or VODone Affiliate has a Competing Program in the applicable country in the Territory, if such Affiliate does not cease such Competing Program entirely (whether by a divestiture of such Competing Program in a transaction where Arena and its Affiliates retain no interest in the divested Competing Program, or otherwise) within six months after such Change of Control, then after the end of such six-month period (during which Arena or such Affiliate, as the case may be) that it will abide by any confidentiality obligations to which VODone or VODone Affiliate (as the case may be) is subject. If CMGE or any CMGE Affiliate elects to pursue any such opportunity and continues in good faith to pursue such opportunity, shall neither VODone nor any VODone Affiliate will be permitted to file an NDA, a BLA pursue such opportunity. CMGE agrees that any such election shall be made in writing no later than thirty (30) days following CMGE’ receipt of notice of such opportunity from VODone or VODone Affiliate (as the case may be). In the event that CMGE or any equivalent thereof for, market, promote, detail, offer for sale, sell and distribute, and conduct other similar activities related to the commercial sale of, the applicable Competing Product in such country), then with respect to Development Plans for the Product that competes with the Competing Product, pursuant to Section 4.1(f), Eisai shall have final decision-making authority with respect to all decisions regarding each such Development Plan being conducted for such country, but only for so long as such Competing Program continues, including whether or CMGE Affiliate elects not to enter into pursue any such opportunity or elects to pursue any such opportunity and subsequently determines not to continue to pursue such Development Planan opportunity, except that Eisai may not CMGE will, or will cause the CMGE Affiliate, to (i) obligate Arena immediately inform VODone in writing, and (ii) transfer the opportunity to (A) perform VODone or VODone Affiliate and VODone and any clinical trials or development work other than Post-Approval Required U.S. Development or (B) perform or fund any clinical trials or other development work for which a Development Plan does not existVODone Affiliate may then pursue such opportunity.

Non-Compete Covenants. (a) Each Party shall not, and shall cause its Affiliates and (as to Eisai) Sub-distributors and Co-Promotion Partners not to, file an NDA, a BLA or any equivalent thereof for, market, promote, detail, offer for sale, sell or distribute, or conduct other similar activities related to the commercial sale of, a Competing Product in a particular country in the Territory during the period commencing on the Effective Date and ending 12 years after the First Commercial Sale of the first Product in such country (the “Non-Compete Period” for such country”); provided, provided that a product that receives Regulatory Approval in a country in the Territory for an addiction disorder Indication shall no longer be deemed a Competing Product in such country (provided, provided that such product does not otherwise meet the definition of “Competing Product”) upon the later of (i) five years after the Effective Date and (ii) if the Parties agree during such five-year period to develop an Additional Product for an addiction disorder Indication for such countryIndication, the date when the Parties are no longer developing (i.e., have not conducted any activity under a Development Plan for six months) or Commercializing any Additional Product for an addiction disorder Indication in or for such country under this Agreement. (b) Notwithstanding Section 2.4(a), Arena shall not be in breach of Section 2.4(a) by virtue of any Person filing an NDA, a BLA or any equivalent thereof for, marketing, promoting, detailing, offering for sale, selling or distributing, or conducting other similar activities related to the commercial sale of, any Competing Product in a country in the Territory (a “Competing Program” in such country”), which Person becomes an Affiliate of Arena through a Change of Control of Arena during the Non-Compete Period for such countryPeriod; provided, that Arena notifies Eisai in writing promptly after the closing of such Change of Control of Arena. In the event of any such Change of Control of Arena during the applicable Non-Compete Period where such Affiliate has a Competing Program in the applicable country in the TerritoryProgram, if such Affiliate does not cease such Competing Program entirely (whether by a divestiture of such Competing Program in a transaction where Arena and its Affiliates retain no interest in the divested Competing Program, or otherwise) within six months after such Change of Control, then after the end of such six-month period (during which Arena or such Affiliate, as the case may be, shall be permitted to file an NDA, a BLA or any equivalent thereof for, market, promote, detail, offer for sale, sell and distribute, and conduct other similar activities related to the commercial sale of, the applicable Competing Product in such country), then with respect to Development Plans for the Product that competes with the Competing Product, pursuant to Section 4.1(f), Territory) Eisai shall have final decision-making authority with respect to all decisions regarding each such Development Plan being conducted for such country, but only pursuant to Section 4.4(b) for so long as such Competing Program continues, including whether or not to enter into or continue such Development Plan, except that Eisai may not (i) obligate Arena to (A) perform any clinical trials or development work other than the Pre-Approval Required Development and the Post-Approval Required U.S. Development or (B) perform or fund any clinical trials or other development work for which a Development Plan does not existexist as of the date of such Change of Control or (ii) amend any existing Development Plan in a manner that imposes additional economic obligations on Arena. (c) Notwithstanding Section 2.4(a), if Eisai would violate the provisions of Section 2.4(a) by virtue of (i) any Person having a Competing Program becoming an Affiliate of Eisai during the Non-Compete Period through a Change of Control of Eisai, then Eisai shall, at its election: (A) terminate this Agreement upon 90 days’ notice to Arena (which notice, if given, must be given within 60 days after such Change of Control) or (B) cease entirely, or cause its applicable Affiliate to cease entirely, such Competing Program (whether by a divestiture of such Competing Program in a transaction where Eisai and its Affiliates retain no interest in the divested Competing Program, or otherwise) within six months after such Change of Control; provided, that in any case Eisai or such Affiliate, as the case may be, shall be permitted to file an NDA, a BLA or any equivalent thereof for, market, promote, detail, offer for sale, sell or distribute, and conduct other similar activities related to the commercial sale of, the applicable Competing Product in the Territory during such six-month period; and provided, further, that Eisai’s obligations under Article 5 shall remain in effect during such six-month period, or (ii) (A) any Person having a Competing Program becoming an Affiliate of Eisai during the Non-Compete Period through an acquisition of such Person by Eisai or any of its Affiliates or a merger or consolidation with such Person (including merger by a subsidiary of such Person) by Eisai or any of its Affiliates, which transaction does not result in a Change of Control of Eisai or (B) the acquisition by Eisai or any of its Affiliates of all or substantially all of the assets of a Person having a Competing Program, then in each case ((A) and (B)) Eisai shall cease entirely, or cause its applicable Affiliate to cease entirely, such Competing Program (whether by a divestiture of such Competing Program in a transaction where Eisai and its Affiliates retain no interest in the divested Competing Program, or otherwise) within six months after such transaction; provided, that in any case Eisai or such Affiliate, as the case may be, shall be permitted to file an NDA, a BLA or any equivalent thereof for, market, promote, detail, offer for sale, sell or distribute, and conduct other similar activities related to the commercial sale of, the applicable Competing Product in the Territory during such six-month period; and provided, further, that Eisai’s obligations under Article 5 shall remain in effect during such six-month period, and in each case ((i) and (ii)) Eisai shall not be in breach of Section 2.4(a) if it complies with the terms of this Section 2.4(c).

Non-Compete Covenants. (a) Each Party shall not, and shall cause its Affiliates and (as to Eisai) Sub-distributors and Co-Promotion Partners not to, file an NDA, a BLA or any equivalent thereof for, market, promote, detail, offer for sale, sell or distribute, or conduct other similar activities related to the commercial sale of, a Competing Product in a particular country in the Territory during the period commencing on the Effective Date and ending 12 years after the First Commercial Sale of the first Product in such country (the “Non-Compete Period” for such country); provided, provided that a product that receives Regulatory Approval in a country in the Territory for an addiction disorder Indication shall no longer be deemed a Competing Product in such country (provided, provided that such product does not otherwise meet the definition of “Competing Product”) upon the later of (i) five years after the Effective Date and (ii) if the Parties agree during such five-year period to develop an Additional Product for an addiction disorder Indication for such country, the date when the Parties are no longer developing (i.e., have not conducted any activity under a Development Plan for six months) or Commercializing any Additional Product for an addiction disorder Indication in or for such country under this Agreement. (b) Notwithstanding Section 2.4(a), Arena shall not be in breach of Section 2.4(a) by virtue of any Person filing an NDA, a BLA or any equivalent thereof for, marketing, promoting, detailing, offering for sale, selling or distributing, or conducting other similar activities related to the commercial sale of, any Competing Product in a country in the Territory (a “Competing Program” in such country), which Person becomes an Affiliate of Arena through a Change of Control of Arena during the Non-Compete Period for such country; provided, that Arena notifies Eisai in writing promptly after the closing of such Change of Control of Arena. In the event of any such Change of Control of Arena during the applicable Non-Compete Period where such Affiliate has a Competing Program in the applicable country in the Territory, if such Affiliate does not cease such Competing Program entirely (whether by a divestiture of such Competing Program in a transaction where Arena and its Affiliates retain no interest in the divested Competing Program, or otherwise) within six months after such Change of Control, then after the end of such six-month period (during which Arena or such Affiliate, as the case may be, shall be permitted to file an NDA, a BLA or any equivalent thereof for, market, promote, detail, offer for sale, sell and distribute, and conduct other similar activities related to the commercial sale of, the applicable Competing Product in such country), then with respect to Development Plans for the Product that competes with the Competing Product, pursuant to Section 4.1(f), ) Eisai shall have final decision-making authority with respect to all decisions regarding each such Development Plan being conducted for such country, but only country pursuant to Section 4.4(b) for so long as such Competing Program continues, including whether or not to enter into or continue such Development Plan, except that Eisai may not (i) obligate Arena to (A) perform any clinical trials or development work other than the Pre-Approval Required U.S. Development and the Post-Approval Required U.S. Development or (B) perform or fund any clinical trials or other development work for which a Development Plan does not existexist as of the date of such Change of Control or (ii) amend any existing Development Plan in a manner that imposes additional economic obligations on Arena. (c) Notwithstanding Section 2.4(a), if Eisai would violate the provisions of Section 2.4(a) by virtue of (i) any Person having a Competing Program in a particular country in the Territory becoming an Affiliate of Eisai during the applicable Non-Compete Period through a Change of Control of Eisai, then Eisai shall, at its election: (A) terminate this Agreement either in its entirety or only with respect to such country(ies) upon 90 days’ notice to Arena (which notice, if given, must be given within 60 days after such Change of Control) or (B) cease entirely, or cause its applicable Affiliate to cease entirely, such Competing Program (whether by a divestiture of such Competing Program in a transaction where Eisai and its Affiliates retain no interest in the divested Competing Program, or otherwise) within six months after such Change of Control; provided, that in any case Eisai or such Affiliate, as the case may be, shall be permitted to file an NDA, a BLA or any equivalent thereof for, market, promote, detail, offer for (A) any Person having a Competing Program in a particular country in the Territory becoming an Affiliate of Eisai during the applicable Non-Compete Period through an acquisition of such Person by Eisai or any of its Affiliates or a merger or consolidation with such Person (including merger by a subsidiary of such Person) by Eisai or any of its Affiliates, which transaction does not result in a Change of Control of Eisai or (B) the acquisition by Eisai or any of its Affiliates of all or substantially all of the assets of a Person having a Competing Program in a particular country in the Territory, then in each case ((A) and (B)) Eisai shall cease entirely, or cause its applicable Affiliate to cease entirely, such Competing Program (whether by a divestiture of such Competing Program in a transaction where Eisai and its Affiliates retain no interest in the divested Competing Program, or otherwise) within six months after such transaction; provided, that in any case Eisai or such Affiliate, as the case may be, shall be permitted to file an NDA, a BLA or any equivalent thereof for, market, promote, detail, offer for sale, sell or distribute, and conduct other similar activities related to the commercial sale of, the applicable Competing Product in such country during such six-month period; and provided, further, that Eisai’s obligations under Article 5 shall remain in effect during such six-month period, and in each case ((i) and (ii)) Eisai shall not be in breach of Section 2.4(a) if it complies with the terms of this Section 2.4(c).