Spark Exclusivity Sample Clauses

Spark Exclusivity. Spark agrees that during the Exclusivity Period, other than a Licensed Product, Spark shall not, directly or indirectly, initiate or conduct any Clinical Trial to Develop, Manufacture commercial quantities of or Commercialize a Competing Gene Therapy Product, except in a circumstance in which Spark has acquired rights to a Competing Gene Therapy Product as part of a transaction involving an acquisition of, or a merger with, the business or assets of a Third Party that sells or otherwise holds rights to a Competing Gene Therapy Product which at the time of such transaction does not represent more than [**] percent ([**]%) of the aggregate value of the acquired Third Party business or assets (such transaction, a “Qualified Spark Acquisition”), and provided that Spark will, and will cause its Affiliates to, use its Commercially Reasonable Efforts to cause its and its Affiliates’ Representatives to, ensure that no Spark Confidential Information related to the Product Development Plan or Pfizer Confidential Information is used for the benefit of the Competing Gene Therapy Product; provided, further, that in the event Spark acquires rights to a Competing Gene Therapy Product during the Exclusivity Period as part of a transaction involving an acquisition of, or a merger with, the business or assets of a Third Party that sells or otherwise holds rights to a Competing Gene Therapy Product which at the time of such transaction represents more than [**] percent ([**]%) of the aggregate value of the acquired Third Party business or assets, Spark may continue to conduct ongoing Development, Manufacturing and Commercialization activities that were being conducted prior to such acquisition, provided that Spark will either cease such Development, Manufacturing and Commercialization activities or divest, or cause the divestiture of, such Competing Gene Therapy Product, as applicable, within [**] of the date of consummation of such transaction.