Common use of Non-Competition Covenants of HXXX Clause in Contracts

Non-Competition Covenants of HXXX. HXXX agrees that after the Separation Date it will not, either directly or through any of its Affiliates or Subsidiaries, knowingly make or sell, or have made or sold, or market or distribute any products that are outside the HXXX Business or compete in any manner with the HBIO Group’s business, subject to the following exceptions: (a) HXXX shall not be prohibited from any natural expansion of its business if undertaken by comparable companies in the regenerative medicine field for use in humans, other than expansion in to the Harvard Apparatus Research Business; (b) HXXX shall be permitted to use any Rejected New HXXX Technology by HXXX in its own business, or to license such Rejected New HXXX Technology to a Third Party, in either case for use outside the scope of the HXXX Business; (c) the exceptions outlined in Section 4.9 hereof in the event of an acquisition of HXXX; and (d) HXXX may place products for use outside the scope of the HXXX Business at research sites, but only if there is no charge to the user for such products. For clarity since HXXX will operate in the HXXX Business and HBIO will operate in the Harvard Apparatus Research Business, it is permissible for both companies to be simultaneously selling an identical product under their respective trademarks in their respective separate fields of use (i.e. HXXX Business for HXXX and Harvard Apparatus Research Business for HBIO) without violating Article IX of this Agreement. Notwithstanding the foregoing, in order for HXXX to promote collaborations with leading scientists in regenerative medicine, HBIO acknowledge and agrees that it shall not violate the non-competition provisions described above if HXXX places products for use in the Harvard Apparatus Research Business at research sites, as long as there is no charge to the customer for such products. If the product placed for such purpose is manufactured by HBIO, HXXX will be entitled to purchase it from HBIO at discount rate of thirty-five percent (35%) off of HBIO’s then current US list price for such product for a period of ten years from the Separation Date, provided thereafter the Parties shall negotiate in good faith a commercially reasonable payment term of such product if HXXX desires to continue such arrangement. However, nothing in this paragraph shall obligate HXXX to purchase such products from HBIO.

Non-Competition Covenants of HXXX. HXXX agrees that after the Separation Date it will not, either directly or through any of its Affiliates or Subsidiaries, knowingly make or sell, or have made or sold, or market or distribute any products that are outside the HXXX Business or compete in any manner with the HBIO Group’s business, subject to the following exceptions: (a) HXXX shall not be prohibited from any natural expansion of its business if undertaken by comparable companies in the regenerative medicine field for use in humans, other than expansion in to the Harvard Apparatus Research Business; (b) HXXX shall be permitted to use any Rejected New HXXX Technology by HXXX in its own business, or to license such Rejected New HXXX Technology to a Third Party, in either case for use outside the scope of the HXXX Business; (c) the exceptions outlined in Section 4.9 hereof in the event of an acquisition of HXXX; and (d) HXXX may place products for use outside the scope of the HXXX Business at research sites, but only if there is no charge to the user for such products. For clarity since HXXX will operate in the HXXX Business and HBIO will operate in the Harvard Apparatus Research Business, it is permissible for both companies to be simultaneously selling an identical product under their respective trademarks in their respective separate fields of use (i.e. HXXX Business for HXXX and Harvard Apparatus Research Business for HBIO) without violating Article IX of this Agreement. Notwithstanding the foregoing, in order for HXXX to promote collaborations with leading scientists in regenerative medicine, HBIO acknowledge and agrees that it shall not violate the non-competition provisions described above if HXXX places products for use in the Harvard Apparatus Research Business at research sites, as long as there is no charge to the customer for such products. If the product placed for such purpose is manufactured by HBIO, HXXX will be entitled to purchase it from HBIO at discount rate of thirty-five percent (35%) [***]off of HBIO’s then current US list price for such product for a period of ten years from the Separation Date, provided thereafter the Parties shall negotiate in good faith a commercially reasonable payment term of such product if HXXX desires to continue such arrangementproduct. However, nothing in this paragraph shall obligate HXXX to purchase such products from HBIO.. *** CONFIDENTIAL TREATMENT REQUESTED