Post-Effective Date Affiliates. In the event that RBNC or its Affiliates or Sublicensees enters into a Distracting Transaction with a Third Party (and for clarity, RBNC has not elected to treat such Distracting Product as a Newly Added Product pursuant to Section 5.4.2), then RBNC shall provide prompt written notice to AMGEN. Until the provisions of Section 5.4.4 (Termination or Divestiture) are effectuated, RBNC (or its Sublicensee) shall ensure that information and materials relating to the Products or activities hereunder are not shared with or used for the benefit of, and are sequestered from, Distracting Transaction Affiliate(s).
Post-Effective Date Affiliates. In the event a Party enters into any transaction (a “Subject Transaction”) whereby a Third Party that is engaged in activities that would otherwise be prohibited by Section 3.8(a) or (b) (the “Competing Activities”) becomes an Affiliate of such Party or merges with such Party (such Affiliate or, in the event of a merger the portion of the business which is not the Party’s business immediately prior to the Subject Transaction, in each such case the “Post-Execution Other Business”), then such Party (the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. “Notifying Party”) shall provide notice to the other Party (the “Other Party”), within five (5) Business Days of the closing of the Subject Transaction, specifying the identity of the Post-Execution Other Business and describing in reasonable detail, to the extent permitted by Law and without disclosing any proprietary information, the Competing Activities and their focus. Such notice shall also state whether the Notifying Party elects to: (A) Divest the Competing Activities; (B) if Hospira is the Notifying Party, assign all of its rights and obligations under this Agreement to a Third Party (and such assignment shall not require the prior written consent of Pfenex pursuant to Section 13.6; provided, that such Third Party either (1) has a market capitalization of at least five (5) billion dollars and a sales force that will sell the Product at least as large as the sales force that Hospira has at the time of such assignment, or (2) has been approved as an acquiror of Hospira’s rights and obligations under this Agreement by the FTC and/or the DOJ in connection with a divestiture of assets); (C) keep separate all of the Competing Activities not so included within the activities under this Agreement; or (D) cease engaging in the Competing Activities within ninety (90) days following the consummation of the Subject Transaction; provided, that:
(i) The Notifying Party shall not have the right to make the election described under clause (C) above if forty percent (40%) or more of the Post-Execution Other Business’ business immediately prior to the Subject Transaction consists of the Competing Activities (as measured by percentage of both research and development spend and revenue with respect to the Competing Activities when compared to the research and developme...
Post-Effective Date Affiliates. In the event that BioAge enters into a Distracting Transaction with a Third Party, then BioAge shall provide prompt written notice to Amgen. Until the provisions of Section 5.4.3 (Termination or Divestiture) are effectuated, BioAge shall ensure that information and materials relating to the Product or activities hereunder are not shared with or used for the benefit of, and are sequestered from, Distracting Transaction Affiliate(s).
Post-Effective Date Affiliates. In the event that XXXXX or its Affiliates enters into a Distracting Transaction with a Third Party (and for clarity, XXXXX has not elected to treat such Distracting Product as a Newly Added Product pursuant to Section 5.4.2), then XXXXX shall provide prompt written notice to AMGEN. Until the provisions of Section 5.4.4 (Termination or Divestiture) are effectuated, XXXXX shall ensure that information and materials relating to the Product or activities hereunder are not shared with or used for the benefit of, and are sequestered from, Distracting Transaction Affiliate(s).
Post-Effective Date Affiliates. If a Party enters into a Distracting Transaction then it will provide notice to the other Party, within [*] business days after the closing of the Distracting Transaction, describing in reasonable detail, to the extent permitted by Applicable Law and without disclosing any proprietary information, the Distracting Program. During the pendency of any potential Distracting Transaction, and until the provisions of Section 9.3 (Termination, Divestiture or Inclusion) are fully implemented, the Party entering into the Distracting Transaction will Segregate the Distracting Program from programs for the Products.
Post-Effective Date Affiliates. If a Party enters into a Distracting Transaction then it will provide notice to the other Party, within five (5) business days of the closing of the Distracting Transaction, describing in reasonable detail, to the extent permitted by Applicable Law and without disclosing any proprietary information, the Distracting Program. During the pendency of any potential Distracting Transaction, and until the provisions of Section 8.3 (Termination or Divestiture) are fully implemented, the Party entering into the Distracting Transaction will Segregate the Distracting Program from Ivory.
Post-Effective Date Affiliates. In the event that, after the Effective Date, NT Pharma enters into any transaction (a “Subject Transaction”) whereby a Third Party that is engaged in activities that would otherwise be prohibited by Clause 3.19(a) (the “Competing Activities”) becomes an Affiliate of NT Pharma or merges with NT Pharma (such Affiliate or, in the event of a merger, the portion of the business which is not NT Pharma’s business immediately prior to the Subject Transaction, the “Other Business”), NT Pharma shall provide notice to the Licensor within five (5) Business Days of the closing of the Subject Transaction, specifying the identity of the Other Business and describing in reasonable detail, to the extent permitted by Applicable Law and without disclosing any proprietary information, the Competing Activities and their focus. Such notice shall also state whether NT Pharma elects to: (A) Divest the Competing Activities;
Post-Effective Date Affiliates. In the event that either Party enters into a Competing Transaction then the Competing Transaction Party shall provide notice to the other Party, within five (5) business days of the closing of the Competing Transaction, specifying the identity of the Competing Transaction Affiliate(s) and describing in reasonable detail, to the extent permitted by Law and without disclosing any proprietary information, the Competing Program and its focus. During the pendency of any potential Competing Transaction, and until the provisions of Section 2.5 (Termination or Divestiture) are effectuated, the Competing Transaction Party shall ensure that information and materials relating to the Collaboration are not shared with or used for the benefit of, and are sequestered from, such Competing Transaction Affiliate(s).
Post-Effective Date Affiliates. In the event that, after the Effective Date, NT Pharma enters into any transaction (a “Subject Transaction”) whereby a Third Party that is engaged in activities that would otherwise be prohibited by Section 3.7(a) (the “Competing Activities”) becomes an Affiliate of NT Pharma or merges with NT Pharma (such Affiliate or, in the event of a merger, the portion of the business which is not NT Pharma’s business immediately prior to the Subject Transaction, the “Other Business”), NT Pharma shall provide notice to Pfenex within five (5) Business Days of the closing of the Subject Transaction, specifying the identity of the Other Business and describing in reasonable detail, to the extent permitted by Applicable Law and without disclosing any proprietary information, the Competing Activities and their focus. Such notice shall also state whether NT Pharma elects to: (A) Divest the Competing Activities; (B) assign all of [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. its rights and obligations under this Agreement to a Third Party (and such assignment shall not require the prior written consent of Pfenex pursuant to Section 12.7, provided that such Third Party has capabilities to fulfill all of the obligations of NT Pharma under this Agreement; (C) keep separate all of the Competing Activities not so included within the activities under this Agreement; or (D) cease engaging in the Competing Activities within ninety (90) days following the consummation of the Subject Transaction; provided that:
(i) NT Pharma shall not have the right to make the election described under clause (C) above if [***] of the Other Business’ business immediately prior to the Subject Transaction consists of the Competing Activities (as measured by the percentage of both research and development expenditures and revenue with respect to the Competing Activities when compared to the research and development expenditures or revenue, as applicable, of the Other Business in total for the trailing twelve month period ending upon the consummation of the Subject Transaction).
(ii) In the event NT Pharma elects the option described in clause (C) above, then (I) NT Pharma shall not have the right to exercise any of its rights or fulfill any of its obligations under this Agreement through such Other Business, (II) such Other Business shall not rece...
Post-Effective Date Affiliates. In the event a Party enters into any transaction (a “Subject Transaction”) whereby a Third Party that is engaged in activities that would otherwise be prohibited by Section 3.8(a) or (b) (the “Competing Activities”) becomes an Affiliate of such Party or merges with such Party (such Affiliate or, in the event of a merger the portion of the business which is not the Party’s business immediately prior to the Subject Transaction, in each such case the “Post-Execution Other Business”), then such Party (the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
