Common use of Post-Closing Operations Clause in Contracts

Post-Closing Operations. (a) Following the Closing, subject to the rights under Product IP expressly granted by Arena to Everest Medicines Limited under the Everest License to the extent granted as of the date hereof for the Everest Territory: (i) UT and its Affiliates will have operational control of the Product Assets, and the development, manufacturing and commercialization of Products, APD811 and Compounds, including the conduct of the Clinical Trials; (ii) UT and its Affiliates will have complete control and sole and absolute discretion with respect to decisions concerning the research, development (including with respect to existing or future trials), operations, marketing and regulatory matters with respect to, and the sale of, the Compounds and Products after the Closing; (iii) UT and its Affiliates have no duty to Arena to continue existing clinical trials on the Compounds and/or Products, commence new clinical trials on the Compounds and/or Products, manufacture or commercially exploit the Compounds and/or Products or exert any level of effort in marketing the Compounds and/or Products; (iv) whether or not UT or any of its Affiliates make any sales of the Compounds and/or Products after the Closing, neither UT nor any of its Affiliates is prohibited from researching, developing, manufacturing, acquiring, marketing or selling other products that may compete with or reduce the sales of the Compounds and/or Products; and (v) personnel of UT and its Affiliates may take such actions in connection with the commercial exploitation of the Compounds and/or Products that such personnel believe to be in the best interests of UT and, as applicable, its Affiliates, or otherwise believe to be appropriate, and they are not required to take into account the interests of Arena in determining whether to take such actions. (b) Accordingly, Arena may not challenge in any subsequent claim or action any decision regarding such commercial exploitation of the Compounds or Products made by UT or any of its Affiliates or any director, officer, employee or agent of any of them in what UT, such Affiliate or such decision-making individual subjectively believes to be the best interests of UT or any of its Affiliates. References in this Section 2.7 to UT and its Affiliates shall be deemed to refer, as applicable, to any of their successors with respect to the business of the Compounds and/or Products. Nothing in this Section 2.7 shall limit or reduce the obligation of UT set forth in Section 1.1(c).