Examples of Distracted Party in a sentence
The Distracted Party acknowledges that the Affected Party would not have entered into this Agreement absent the restrictions set forth in this Article IX (Distracting Products) and that a breach or threatened breach of this Article IX (Distracting Products) would be likely to result in irreparable harm to the Affected Party for which there is no adequate remedy at law.
The Distracted Party acknowledges the provisions of this Article IX (Distracting Products) are reasonable and necessary to protect the legitimate interests of the Affected Party and to encourage the free sharing of information between the Parties with respect to Products, and the Distracted Party agrees not to contest such limitations in any proceeding.
During the pendency of any potential Distracting Transaction, and until the provisions of either Section 9.3.1 (Divestiture) or Section 9.3.2 (Termination) are fully implemented, the Distracted Party will Segregate the Distracting Program from programs for the Products.
Any notice provided pursuant to this Section 9.3 (Distracting Transactions; Notice) shall include a notification as to whether the Distracted Party intends to Divest or terminate the Distracted Program.
If the Distracted Party elects to Divest the Distracting Program, then the Distracted Party will Segregate such Distracting Program from the Program and Divest such Distracting Program within [***] after delivery of the notice specified in Section 4.3 above.
If the Distracted Party elects to Divest a Distracting Program arising from the Distracting Transaction, then it will Divest such Distracting Program within [*].
The Distracted Party and its Affiliates will Segregate the Distracting Product prior to the time of Divestiture pursuant to clause (x), or the giving of notice pursuant to clause (y).
If the Distracted Party elects to terminate such Distracting Program, the Distracted Party will terminate all activities of such Distracting Program within [***] after delivery of the notice specified in Section 4.3 above, during which period the Distracted Party will Segregate such Distracting Program from the Program, personnel and activities.
Notwithstanding anything in this Article X, each Party and its Affiliates will have the right to [***], subject to this Section 10.2 (Allowed Activities), and provided, for clarity, that no intellectual property or other rights of the other Party are granted hereunder to the Distracted Party with respect to a Distracting Product.
For the avoidance of doubt, the Distracted Party shall Segregate the Distracting Program from the Program during the period prior to giving the other Party the notice described above in this Section 4.3. [ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.