Common use of Third Party Competition Clause in Contracts

Third Party Competition. In recognition of Santarus’ agreement to exclusively Commercialize in the Territory, in accordance with the terms and conditions of this Agreement, and subject to Section 2.1(b), S2 and VeroScience each agree that if S2, VeroScience or any Affiliate thereof grants to any Affiliate or Third Party a license, covenant not to ▇▇▇, right of reference, right of supply, other intellectual property right or other settlement related to the manufacture, use, offer for sale, sale, importation, marketing or promotion of the Product in the Territory, including any authorized generic version of the Product covered by the NDA in the Territory, but excluding the licenses under the S2/Vero Agreement as of the Effective Date, this Agreement and any license granted in connection with the manufacture of the Product in the Territory for Development or for Commercialization outside the Territory, then S2 or VeroScience, as applicable, shall obtain Santarus’ consent in advance of the grant of any such license, covenant not to ▇▇▇, right of reference, right of supply, other intellectual property right or other settlement, and as part of such consent the parties shall negotiate in good faith financial adjustments to this Agreement adequate to compensate Santarus for any lost market share attributable to sales of the Product in the Territory by or on behalf of such Third Party or Affiliate, taking into account the consideration received by S2, VeroScience or any Affiliate thereof for the grant of such rights or other settlement.

Third Party Competition. In Nothing in this Agreement shall limit or restrict Depomed’s ability to grant non-exclusive patent licenses to patents and patent applications included within the Technology or otherwise covering a Product in connection with the settlement of any pending, threatened or contemplated patent litigation with respect to [***] commercialized in the Territory prior to the Effective Date (each such license, a “Patent License”). However, in recognition of Santarusthe parties’ agreement to exclusively Commercialize in the TerritoryPromote Products, in accordance with the terms and conditions of this Agreement, and subject to Section 2.1(b), S2 and VeroScience each agree Depomed agrees that if S2, VeroScience Depomed or any Affiliate thereof grants to any Affiliate or Third Party a license, covenant not to ▇▇▇, right of reference, right of supply, other intellectual property right or other settlement (in any case, other than Patent Licenses and covenants not to ▇▇▇ and other rights in connection with the grant of Patent Licenses for [***] commercialized in the Territory prior to the Effective Date) related to the manufacture, use, offer for sale, sale, importation, marketing or promotion of the Product in the Territoryany Product, including any authorized generic version of the any Product covered by the NDA in the Territory, but excluding the licenses under the S2/Vero Agreement as of the Effective Date, this Agreement and any license granted in connection with the manufacture of the Product in the Territory for Development or for Commercialization outside the TerritoryNDA, then S2 or VeroScience, as applicable, Depomed shall obtain Santarus’ consent (not to be unreasonably withheld) in advance of the grant of any such license, covenant not to ▇▇▇, right of reference, right of supply, other intellectual property right or other settlement, and as part of such consent the parties shall negotiate in good faith financial adjustments to this Agreement adequate to compensate Santarus for any payments made by Santarus prior to such grant or other settlement (including signing and any milestone payments) and any lost market share attributable to sales of the Product in the Territory product by or on behalf of such Third Party or Affiliate, taking into account the consideration received by S2, VeroScience Depomed or any Affiliate thereof its Affiliates for the grant of such rights or other settlement.