BioNTech Competitors Clause Samples

BioNTech Competitors. Notwithstanding Section 2.6(a), if a Third Party becomes a New Affiliate of OncoC4 and such New Affiliate is a BioNTech Competitor, then, regardless of whether the New Affiliate is engaged in any Competing Program: (A) such New Affiliate shall not use any Licensed Know-How, [***], BioNTech Technology or any Confidential Information of BioNTech in the conduct of its business or activities; (B) OncoC4 and such New Affiliate shall institute commercially reasonable technical and administrative procedures and safeguards designed to ensure that the requirements set forth in the foregoing clause (A) are met, including by creating “firewalls” between (X) the personnel working under any activities of the New Affiliate and (Y) the personnel working on activities under the CDP; provided, further, that senior management personnel may review and evaluate plans and information regarding the business activities of the New Affiliate in connection with product portfolio decision-making, but shall not disclose information regarding Development, Commercialization, or any Licensed Product under this Agreement to the personnel directly working for the New Affiliate’s activities; and (C) OncoC4 shall continue to co-fund Development under the CDP, but (1) the JSC shall disband, (2) BioNTech shall only be required to provide an annual, high level summary report as to its Development program hereunder but shall not be required to provide interim (quarterly) reporting nor information as to its future plans, (3) OncoC4 shall not have the right or obligation (subject to a reasonable transition period to be mutually agreed upon by the Parties) to conduct any further Development of Licensed Products, (4) the license granted to OncoC4 under Section 2.1(b) shall terminate; and (5) BioNTech shall have sole discretion over changes to the CDP; provided, that OncoC4 shall retain its rights under Section 7.8, and; provided, further, that OncoC4’s co-funding commitment shall not exceed its co-funding obligations as set forth in the last CDP and Joint Development Budget approved by the JSC in accordance with this Agreement (but not pursuant to an exercise by BioNTech of its final decision-making authority after becoming aware of a proposed transaction involving OncoC4 and a BioNTech Competitor) in effect prior to the closing of the effective date of the transaction contemplated under this Section 2.6(c), and BioNTech’s right to amend the CDP shall not include the right to impose additional co-f...
View Source

Related to BioNTech Competitors

  • Competitors The Owner shall possess, in accordance with the terms of this Agreement, the following restrictions: (check one)

  • Agreement not to Participate in Company’s Competitors During Executive’s employment with the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business, or prospects, financial or otherwise, or in any company, person, or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates (as defined below). Ownership by Executive, in professionally managed funds over which the Executive does not have control or discretion in investment decisions, or as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this Section. For purposes of this Agreement, “Affiliate,” means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity.

  • Proprietary Information of Third Parties No third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s knowledge, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

  • Third Party Information I understand, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless expressly authorized by an officer of the Company in writing.

  • Exclusions from Confidential Information Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.