Competing Product Acquisitions Sample Clauses

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Competing Product Acquisitions. If SA or SANOFI-AVENTIS (the “Acquiring Party”) (a) acquires from a Third Party a Competing Product that is then being commercialized in any Country (the “Acquired Competing Product”); (b) acquires a Third Party which results in the Acquiring Party controlling an entity with an Acquired Competing Product then being commercialized in any Country; or (c) undergoes a Change of Control which results in the Acquiring Party then being controlled by an entity with an Acquired Competing Product being Commercialized in any Country, then the Acquiring Party shall deliver to Thera as soon as possible (and in any event within [REDACTED: Term] after the Acquiring Party acquires such Acquired Competing Product or undergoes such Change of Control) a written notification of the election of the Acquiring Party either to divest or retain all of its rights, title and interest in and to such Acquired Competing Product. If the Acquiring Party elects to retain such Acquired Competing Product as specified in such notice, Thera shall have the right, at its sole discretion, to terminate this Agreement, with respect to the Product in the Country (or Countries, as the case may be) which competes with the Acquired Competing Product by providing written notice to the Acquiring Party at any time during the Term. If the Acquiring Party provides notice of its intention to divest the Acquired Competing Product and fails to execute a definitive agreement with respect to such divestiture of the Acquired Competing Product within [REDACTED: Term] after the acquisition thereof by the Acquiring Party, then Thera shall have the right, at its sole discretion, to terminate this Agreement with respect to the Product in the Country (or Countries, as the case may be) which competes with the Acquired Competing Product by providing written notice to the Acquiring Party at any time during the Term. If Thera does not elect immediately to terminate this Agreement with respect to the Product in a Country pursuant to this Article 12.2, the Acquiring Party shall not be in breach of Article 12.1 with respect to such retained Acquired Competing Product, provided that the Acquiring Party shall ensure that, during the Term: (a) no Sales Representative who is Detailing the Product details such Acquired Competing Product(s); (b) the Acquiring Party maintains a sales force for such Acquired Competing Product(s) separate from the Sales Force; (c) no Confidential Information of Thera or relating to the Licensed Techn...
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Competing Product Acquisitions 
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Related to Competing Product Acquisitions

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • Competitive Products Competitive Products" means products that serve the same function as, or that could be used to replace, products the Company provided to, offered to, or was in the process of developing for a present, former, or future possible customer/partner at any time during the twelve (12) months immediately preceding the last day of Participant's employment (or at any time during Participant's employment if Participant was employed for less than 12 months), with which Participant had direct responsibility for the sale or development of such products or managing those persons responsible for the sale or development of such products.

  • Collaboration activities 4.1 The Collaboration Suppliers will perform the Collaboration Activities and all other obligations of this Agreement in accordance with the Detailed Collaboration Plan. 4.2 The Collaboration Suppliers will provide all additional cooperation and assistance as is reasonably required by the Buyer to ensure the continuous delivery of the services under the Call-Off Contract. 4.3 The Collaboration Suppliers will ensure that their respective subcontractors provide all cooperation and assistance as set out in the Detailed Collaboration Plan.

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Purchaser Agent an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 5.5 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Purchaser Agent; (iii) after giving effect thereto, no Termination Event or Servicer Default or event that with notice or lapse of time would constitute either a Termination Event or a Servicer Default shall have occurred; and (iv) the Administrative Agent and each Purchaser Agent have consented in writing to such consolidation, merger, conveyance or transfer.