Exclusivity; Non-Compete. (a) From the Effective Date until […***…], and subject to the terms of this Agreement, neither Galapagos, Gilead nor any of their respective Affiliates shall […***…], outside of the Collaboration conduct any […***…], including without limitation, […***…]. Notwithstanding the foregoing, Gilead (or Galapagos, as specifically requested by Gilead) may […***…], in all cases that are intended to support the Exploitation of Licensed Products or Gilead Combination Products. (b) From the Effective Date until the […***…], and subject to the terms of this Agreement, neither Galapagos, Gilead nor any of their respective Affiliates shall […***…], outside of the Collaboration conduct any […***…]. For the avoidance of doubt, nothing in this Section 7.6, shall restrict either Party from conducting any […***…]. (c) Notwithstanding anything to the contrary, the Parties hereby agree and acknowledge that during […***…], subject to this Section 7.6(c), Galapagos and its Affiliates shall have the right to conduct […***…] with respect to Galapagos’ […***…], provided that (i) Galapagos shall not offer any Third Party rights in […***…] prior to […***…] (or enter into a negotiation therewith for any such rights), and (ii) if, at any time after the […***…] (the “ROFN Term”), Galapagos or any Affiliate intends to license any development or commercialization rights to […***…] to any Third Party to permit such Third Party to develop or commercialize […***…], then prior to negotiating with any Third Party for such rights, Galapagos shall first notify Gilead of its intent, provide to Gilead a copy of any available data with respect to such development of […***…] (the “Data Package”), and shall negotiate in good faith with Gilead for a period commencing upon the date Gilead receives the Data Package from Galapagos and expiring […***…] days thereafter (the “ROFN Negotiation Period”) with respect to mutually agreeable commercially reasonable terms for the acquisition by Gilead, by license or otherwise, of the right to develop or commercialize […***…]. All information provided by Galapagos to Gilead pursuant to this Section 7.6(c) shall constitute Galapagos’ Confidential Information. If Gilead does not elect to initiate negotiations during the ROFN Negotiation Period, the Parties do not enter into a written agreement within the ROFN Negotiation Period, or the ROFN Term expires, whichever is first, Galapagos shall be free to negotiate with a Third Party to permit such Third Party to develop or commercialize […***…], provided that Galapagos shall […***…]. * Confidential Information, indicated by […***…], has been omitted from this filing and filed separately with the Securities and Exchange Commission.
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Exclusivity; Non-Compete. (a) From the Effective Date until […***…], and subject to the terms of this Agreement, neither Galapagos, Gilead nor any of their respective Affiliates shall […***…]shall, outside of the Collaboration conduct any […***…], including without limitation, […***…]. Notwithstanding the foregoing, Gilead (or Galapagos, as specifically requested by Gilead) may […***…], in all cases that are intended to support the Exploitation of Licensed Products or Gilead Combination Products.
(b) From the Effective Date until the […***…], and subject to the terms of this Agreement, neither Galapagos, Gilead nor any of their respective Affiliates shall […***…], outside of the Collaboration conduct any […***…]. For Notwithstanding the avoidance foregoing, (i) Gilead or its Affiliates (or Galapagos or its Affiliates, as specifically requested by Gilead in accordance with this Agreement) may […***…] in all cases that are intended to support the Exploitation of doubt, nothing in this Section 7.6, shall restrict either Party from conducting any Licensed Products or Gilead Combination Products; and (ii) Gilead and its Affiliates may […***…].
(cb) Notwithstanding anything to If, during the contrary, period from the Parties hereby agree and acknowledge that during Effective Date until […***…], subject to this Section 7.6(c)Galapagos, Galapagos and its Gilead or any of their respective Affiliates shall have (the right to conduct […***…] with respect to Galapagos’ […***…], provided that (i“7.6 Acquiring Party”) Galapagos shall not offer any Third Party rights in […***…] prior to acquires or otherwise obtains […***…] (an “7.6 Acquired Product”) as the result of any license or enter into acquisition from, or merger, acquisition, reorganization, consolidation or combination with, or of, a negotiation therewith for Third Party or change of control of such Party or any other transaction (each, an “7.6 Acquisition Transaction”, and the Third Party involved in such rightstransaction, the “7.6 Acquisition Third Party”) and, on the date of the completion of such 7.6 Acquisition Transaction, such Third Party or its Affiliates are […***…] that, if done by such Party, would violate the restrictions on such Party in Section 7.6(a), then the 7.6 Acquiring Party or such Affiliate will, within […***…] days after the closing of such 7.6 Acquisition Transaction provide written notice to the other Party that the 7.6 Acquiring Party or such Affiliate has acquired the 7.6 Acquired Product and whether the 7.6 Acquiring Party elects to (iiA) ifdivest its rights to such 7.6 Acquired Product to the extent violative of Section 7.6(a), at any time (B) cease such […***…] of such 7.6 Acquired Product to the extent violative of Section 7.6(a) or (C) include such 7.6 Acquired Product […***…] as if it were a “Licensed Product” for all purposes of this Agreement (provided that, in the case of Galapagos as the 7.6 Acquiring Party, Galapagos shall not have the right to make the election described in this clause (C) without the written agreement of Gilead). If the 7.6 Acquiring Party provides notice as described in clause (A) of the preceding sentence, the 7.6 Acquiring Party and its Affiliates, if applicable, will use […***…] to divest such rights to such 7.6 Acquired Product within […***…] after provision of such notice, and if the 7.6 Acquiring Party provides notice as described in clause (B) of the preceding sentence, the 7.6 Acquiring Party, and its Affiliates if applicable, will use […***…] to cease such […***…] of such 7.6 Acquired Product as soon as reasonably practicable, giving due consideration to […***…]. If the 7.6 Acquiring Party or its Affiliates (x) provides notice under clause (A) of the second preceding sentence but is unable to divest such rights to a 7.6 Acquired Product within the […***…] (period specified above despite the “ROFN Term”), Galapagos or any Affiliate intends to license any development or commercialization rights to use of […***…] or (y) provides notice under clause (B) of the second preceding sentence but is unable to any Third Party to permit cease such Third Party to develop or commercialize […***…] despite the use of […***…], then prior in either such case such rights to negotiating with any Third Party for such rightsthe 7.6 Acquired Product will be included (or in the case of a 7.6 Acquisition Transaction by Galapagos or its Affiliates, Galapagos shall first notify Gilead of its intent, provide to Gilead at Gilead’s sole option will be included) as if it were a copy of any available data “Licensed Product” under this Agreement with respect to such development of […***…] (the “Data Package”), and shall negotiate in good faith with Gilead for a period commencing upon the date Gilead receives the Data Package from Galapagos and expiring […***…] days thereafter (the “ROFN Negotiation Period”) with respect to mutually agreeable commercially reasonable terms for the acquisition by Gilead, by license or otherwise, of the right to develop or commercialize […***…]. All information provided In the case of a 7.6 Acquisition Transaction by Galapagos to Gilead pursuant to this Section 7.6(c) shall constitute Galapagos’ Confidential Information. If or its Affiliates, if Gilead does not elect opt to initiate negotiations during include the ROFN Negotiation Period7.6 Acquired Product as a “Licensed Product” under the previous sentence, the Parties do not enter into a written agreement within the ROFN Negotiation Period, or the ROFN Term expires, whichever is first, then Galapagos shall be free have the right to negotiate with a Third Party to permit such Third Party to develop or commercialize […***…]] such 7.6 Acquired Product, provided that Galapagos shall […***…]. * Confidential Information, indicated by […***…], has been omitted from notwithstanding anything to the contrary in this filing and filed separately with the Securities and Exchange CommissionSection 7.6.
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