Acquired Programs Generally Clause Samples

Acquired Programs Generally. Notwithstanding Section 9.1, in the event Relay or its Affiliate acquires a Third Party (by merger, sale, consolidation, reorganization, or other Change of Control) so that such Third Party becomes an Affiliate of Relay, or Relay or its Affiliate acquires all or substantially all of the assets of a Third Party (including any subsidiaries or divisions thereof), and as of the date of such acquisition, such Third Party has, or the acquired assets contain a program or product that existed prior to such acquisition that would otherwise violate Section 9.1 (an “Acquired Program”), then Relay will not be deemed to be in violation of Section 9.1 provided that Relay either (a) divests its rights to such Acquired Program in accordance with Section 9.2.2, or (b) terminates such Acquired Program in accordance with Section 9.2.3, and, in each case ((a) or (b)), provides prompt written notice to Licensee within [***] after the closing of the acquisition of such Acquired Program and whether the acquiring Party is electing (i) or (ii).