Common use of Target Customers Clause in Contracts

Target Customers. Senomyx hereby agrees that during the applicable Royalty Term for a Selected Synthetic Compound, and subject to Firmenich’s continuing compliance with the terms of this Agreement, sales by Senomyx and its Affiliates of any Products containing such Selected Synthetic Compound, in the applicable Fields for the relevant Selected Synthetic Compound, will in all cases only be to Senomyx Target Customers; provided, however, this restriction shall not in any manner restrict Senomyx’s Co-Exclusive rights with respect to Products containing any Selected Synthetic Compound in Field II (as described in Section 4 above). Firmenich hereby agrees that during the applicable Royalty Term for a Selected Synthetic Compound, and subject to Senomyx’s continuing compliance with the terms of this Agreement, sales by Firmenich and its Affiliates of any Products containing such Selected Synthetic Compound in the Fields will in all cases be to Firmenich Target Customers. Firmenich hereby agrees that during the applicable Royalty Term for a Selected Synthetic Compound Firmenich and its Affiliates will not sell any Products containing such Selected Synthetic Compound in the applicable Fields directly to any Senomyx Target Customer. For the avoidance of doubt, upon expiration of the Royalty Term of each Selected Synthetic Compound the restrictions set forth in this Section 8.2.5 shall no longer apply to either party with respect to such Selected Synthetic Compound. In the event of a Change of Control of either party, this Section 8.2.5 shall apply equally to any its new Affiliates; provided, however, that either party shall have a transition period of not more than […***…] following the consummation of a Change of Control (the “Wind-Down Period”) to allow any new Affiliates as a result of such a Change of Control to have an orderly wind-down of any activities that may be in conflict with the provisions of this Section 8.2.5. During the Wind-Down Period, the party and its Affiliates will […***…], it being understood that effective upon the expiration of the Wind-Down Period any activities of the party subject to such a Change of Control, and its Affiliates, shall thereafter be in compliance with its terms. Specific exceptions to the obligations and commitments of either party set forth in this Section 8.2.5 may be discussed by the Steering Committee and recommended for approval by the parties by means of an amendment to this Agreement or by other duly executed writing. The provisions of this section 8.2.5 shall apply with equal force to any […***…] as a Selected Synthetic Compound.