Common use of Certain Companies Clause in Contracts

Certain Companies. If any entity having any research or development program relating to the hepatitis C virus or commercial product relating to the treatment of hepatitis C virus infections (“Competing Program”) succeeds in interest hereunder to Array (the “Competitor”), then (a) InterMune shall thereafter not be required to make the reports that would otherwise be required pursuant to Section 7.2; (b) the entity that was Array immediately prior to such succession in interest (“Original Array”) shall not disclose any patent-related information (including without limitation draft filings) received from InterMune pursuant to Section 8.2 to the Competitor, including without limitation by involvement of Original Array personnel with any Competing Program; (c) the rights to review and provide comments regarding patent prosecution, to have such comments considered by InterMune, and the back-up prosecution rights provided for in Section 8.2.1 may be exercised only by personnel of Original Array not involved in any way with any Competing Program, and shall not otherwise inure to the Competitor; (d) Original Array shall maintain sufficient capacity and resources to fulfill its obligations under the Research Collaboration for the remainder of the Research Term, if any; (e) Original Array shall not disclose non-public Collaboration Technology to the Competitor for use in research, development or commercialization activities directed to a Target or chemical entities active against such Target (or during the Research Term, directed to a Reserved Target or chemical entities active against such Reserved Target), including without limitation by allowing personnel having had access to any Collaboration Technology to have any involvement in any Competing Program; and (f) Preparatory Patents and Preparatory Know-How shall not include any intellectual property or subject matter that, prior to the succession in interest, was held or controlled by the Assignee. The foregoing in this Section 13.4, except for clause (a), shall apply mutatis mutandis to any situation in which a Competitor becomes an Affiliate of Array, as it does to a Competitor’s succession in interest hereunder to Array. This Section 13.4 shall not be deemed to limit Article 9.

Certain Companies. If any entity having any research or development program relating to the hepatitis C virus or commercial product relating to the treatment of hepatitis C virus infections [ * ] (“Competing Program”) succeeds in interest hereunder to Array (the “Competitor”), then (a) InterMune shall thereafter not be required to make the reports that would otherwise be required pursuant to Section 7.2; (b) the entity that was Array immediately prior to such succession in interest (“Original Array”) shall not disclose any patent-related information (including without limitation draft filings) received from InterMune pursuant to Section 8.2 to the Competitor, including without limitation by involvement of Original Array personnel with any Competing Program; (c) the rights to review and provide comments regarding patent prosecution, to have such comments considered by InterMune, and the back-up prosecution rights provided for in Section 8.2.1 may be exercised only by personnel of Original Array not involved in any way with any Competing Program, and shall not otherwise inure to the Competitor; (d) Original Array shall maintain sufficient capacity and resources to fulfill its obligations under the Research Collaboration for the remainder of the Research Term, if any; (e) Original Array shall not disclose non-public Collaboration Technology to the Competitor for use in research, development or commercialization activities directed to a Target or chemical entities active against such Target (or during the Research Term, directed to a Reserved Target or chemical entities active against such Reserved Target), including without limitation by allowing personnel having had access to any Collaboration Technology to have any involvement in any Competing Program; and (f) Preparatory Patents and Preparatory Know-How shall not include any intellectual property or subject matter that, prior to the succession in interest, was held or controlled by the Assignee. The foregoing in this Section 13.4, except for clause (a), shall apply mutatis mutandis to any situation in which a Competitor becomes an Affiliate of Array, as it does to a Competitor’s succession in interest hereunder to Array. This Section 13.4 shall not be deemed to limit Article 9.

Certain Companies. If any entity having any research or development program relating to the hepatitis C virus or commercial product relating to the treatment of hepatitis C virus infections [ * ] (“Competing Program”) succeeds in interest hereunder to Array AAAA (the “Competitor”), then (a) InterMune IIII shall thereafter not be required to make the reports that would otherwise be required pursuant to Section 7.2; (b) the entity that was Array AAAA immediately prior to such succession in interest (“Original ArrayAAAA”) shall not disclose any patent-related information (including without limitation draft filings) received from InterMune IIII pursuant to Section 8.2 to the Competitor, including without limitation by involvement of Original Array AAAA personnel with any Competing Program; (c) the rights to review and provide comments regarding patent prosecution, to have such comments considered by InterMuneIIII, and the back-up prosecution rights provided for in Section 8.2.1 may be exercised only by personnel of Original Array AAAA not involved in any way with any Competing Program, and shall not otherwise inure to the Competitor; (d) Original Array AAAA shall maintain sufficient capacity and resources to fulfill its obligations under the Research Collaboration for the remainder of the Research Term, if any; (e) Original Array AAAA shall not disclose non-public Collaboration Technology to the Competitor for use in research, development or commercialization activities directed to a Target or chemical entities active against such Target (or during the Research Term, directed to a Reserved Target or chemical entities active against such Reserved Target), including without limitation by allowing personnel having had access to any Collaboration Technology to have any involvement in any Competing Program; and (f) Preparatory Patents and Preparatory Know-How shall not include any intellectual property or subject matter that, prior to the succession in interest, was held or controlled by the Assignee. The foregoing in this Section 13.4, except for clause (a), shall apply mutatis mutandis to any situation in which a Competitor becomes an Affiliate of ArrayAAAA, as it does to a Competitor’s succession in interest hereunder to ArrayAAAA. This Section 13.4 shall not be deemed to limit Article 9.

Certain Companies. If any entity having any research or development program relating to the hepatitis C virus or commercial product relating to the treatment of hepatitis C virus infections [ * ] (“Competing Program”) succeeds in interest hereunder to Array AAAA (the “Competitor”), then (a) InterMune IIII shall thereafter not be required to make the reports that would otherwise be required pursuant to Section 7.2; (b) the entity that was Array AAAA immediately prior to such succession in interest (“Original ArrayAAAA”) shall not disclose any patent-related information (including without limitation draft filings) received from InterMune IIII pursuant to Section 8.2 to the Competitor, including without limitation by involvement of Original Array AAAA personnel with any Competing Program; (c) the rights to review and provide comments regarding patent prosecution, to have such comments considered by InterMuneXXXX, and the back-up prosecution rights provided for in Section 8.2.1 may be exercised only by personnel of Original Array AAAA not involved in any way with any Competing Program, and shall not otherwise inure to the Competitor; (d) Original Array AAAA shall maintain sufficient capacity and resources to fulfill its obligations under the Research Collaboration for the remainder of the Research Term, if any; (e) Original Array AAAA shall not disclose non-public Collaboration Technology to the Competitor for use in research, development or commercialization activities directed to a Target or chemical entities active against such Target (or during the Research Term, directed to a Reserved Target or chemical entities active against such Reserved Target), including without limitation by allowing personnel having had access to any Collaboration Technology to have any involvement in any Competing Program; and (f) Preparatory Patents and Preparatory Know-How shall not include any intellectual property or subject matter that, prior to the succession in interest, was held or controlled by the Assignee. The foregoing in this Section 13.4, except for clause (a), shall apply mutatis mutandis to any situation in which a Competitor becomes an Affiliate of ArrayAAAA, as it does to a Competitor’s succession in interest hereunder to ArrayAAAA. This Section 13.4 shall not be deemed to limit Article 9.