Common use of Competitive Programs Clause in Contracts

Competitive Programs. Section 5.2.1 shall not apply if, during the Term, Vividion or any of its Affiliates (other than in a Change of Control transaction with respect to such Party) merges or consolidates with, or otherwise acquires, a Third Party that is then engaged in activities that would otherwise constitute a breach of this Section 5.2 by Vividion or its Affiliates (a “Competitive Program”); it being understood and agreed that, unless the Parties agree otherwise in writing, if Vividion is engaged in a Competitive Program, then Vividion shall, within [***] days after the date of such merger, consolidation or acquisition, notify Celgene that it intends to either: (i) terminate, or cause its relevant Affiliate to terminate, the Competitive Program or (ii) divest, or cause its relevant Affiliate to divest, whether by license or otherwise, the Competitive Program. If Vividion notifies Celgene within such [***] day period that it intends to terminate, or cause its relevant Affiliate to terminate, such Competitive Program, Vividion or its relevant Affiliate, shall (A) terminate such Competitive Program as quickly as possible, and in any event within [***] days (unless applicable Law requires a longer termination period) after Vividion delivers such notice to Celgene; and (B) confirm to Celgene when such termination has been completed, and Vividion’s continuation of the Competitive Program during such [***] day (or, as required by applicable Law, longer) period shall not constitute a breach of Vividion’s exclusivity obligations under Section 5.2.1. If Vividion notifies Celgene within such [***] day period that it intends to divest such Competitive Program, Vividion or its relevant Affiliate shall use all reasonable efforts to effect such divestiture as quickly as possible, and in any event within [***] days after Vividion delivers such notice to Celgene, and shall confirm to Celgene when such divestiture has been completed. If Vividion or its relevant Affiliate fails to complete such divestiture within such [***] day period, but has used reasonable efforts to effect such divestiture within such [***] day period, then, unless otherwise required by applicable Law, such [***)] day period shall be extended for such additional reasonable period thereafter as is necessary to enable such Competitive Program to be in fact divested, not to exceed an additional [***] days; provided, however, that such additional [***] day period shall be extended for such period as is necessary to obtain any governmental or regulatory approvals required to complete such divestiture if Vividion or its relevant Affiliate is using good faith efforts to obtain such approvals. The continuation by Vividion of the Competitive Program during such divestiture period shall not constitute a breach of Vividion’s exclusivity obligations under 5.2.1.