Common use of Licensor Covenant Clause in Contracts

Licensor Covenant. (a) During the period set forth in the following sentence, Licensor shall not, and shall cause its Affiliates (subject to Section 5.7.2) not to (a) directly or indirectly, conduct Development (other than [*]) of, commercialize or manufacture for clinical or commercial use, any Competing Product in any country or other jurisdiction in the Territory (b) Commercialize or Manufacture a Licensed Compound or Licensed Product, or (c) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, manufacture, Develop, or commercialize any Competing Product, Licensed Compound or Licensed Product in any country or other jurisdiction in the Territory. The foregoing obligations shall apply during the Term but shall cease on the Licensor Exclusivity End Date as provided in Section 5.7.2(b), if any, and shall re-commence only on the Exclusivity Recommencement Date, if any, as provided in Section 5.7.2(c). The foregoing obligations shall not apply, however, and Licensor and its Affiliates shall retain all rights, to research, develop, manufacture and commercialize, itself or through one or more Third Parties, any Excepted Product. (b) Notwithstanding the provisions of Section 5.7.1, if, during the Term, Licensor undergoes a Change in Control and the acquirer is either then commercializing a Competing Product in the Field, or has in Development any Competing Product in the Field, such Change in Control, and the commercialization (or development and subsequent commercialization, if such Competing Product obtains Regulatory Approval) of such Competing Product in the Field by such acquirer or any of its Affiliates, shall not constitute a breach of Section 5.7.1; provided, that, such acquirer Segregates the Competing Product.