Post-Effective Date Affiliates. In the event that RBNC or its Affiliates or Sublicensees enters into a Distracting Transaction with a Third Party (and for clarity, RBNC has not elected to treat such Distracting Product as a Newly Added Product pursuant to Section 5.4.2), then RBNC shall provide prompt written notice to AMGEN. Until the provisions of Section 5.4.4 (Termination or Divestiture) are effectuated, RBNC (or its Sublicensee) shall ensure that information and materials relating to the Products or activities hereunder are not shared with or used for the benefit of, and are sequestered from, Distracting Transaction Affiliate(s).
Post-Effective Date Affiliates. In the event a Party enters into any transaction (a “Subject Transaction”) whereby a Third Party that is engaged in activities that are prohibited under Section 7.4 above (such activities, a “Competing Program”) becomes an Affiliate of such Party after the Effective Date (such Affiliate, a “Post-Execution Affiliate”), then such Party (the “Notifying Party”) shall provide notice to the other Party (for purposes of this Section 7.4.3, the “Other Party”), within five (5) business days of the closing of the Subject Transaction, specifying the identity of the Post-Execution Affiliate and describing in reasonable detail, to the extent permitted by law and without disclosing any proprietary information, the Competing Program and its focus. Such notice shall also state whether the Notifying Party elects to: (i) include all or part of the Competing Program within the activities under this Agreement on the terms and conditions herein, (ii) Divest all or any portion of the Competing Program not so included within the activities under the Agreement; or (iii) keep separate all or any portion of the Competing Program not so included within the activities under the Agreement (if the Notifying Party does not include all of the Competing Program within the activities under this Agreement, the portion of such Competing Program not so included shall be Divested under subsection (ii) or kept separate under subsection (iii)); provided that:
Post-Effective Date Affiliates. If a Party enters into a Distracting Transaction then it will provide notice to the other Party, within [*] business days after the closing of the Distracting Transaction, describing in reasonable detail, to the extent permitted by Applicable Law and without disclosing any proprietary information, the Distracting Program. During the pendency of any potential Distracting Transaction, and until the provisions of Section 9.3 (Termination, Divestiture or Inclusion) are fully implemented, the Party entering into the Distracting Transaction will Segregate the Distracting Program from programs for the Products.
Post-Effective Date Affiliates. In the event a Party enters into any transaction (a “Subject Transaction”) whereby a Third Party that is engaged in activities that would otherwise be prohibited by Section 3.8(a) or (b) (the “Competing Activities”) becomes an Affiliate of such Party or merges with such Party (such Affiliate or, in the event of a merger the portion of the business which is not the Party’s business immediately prior to the Subject Transaction, in each such case the “Post-Execution Other Business”), then such Party (the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. “Notifying Party”) shall provide notice to the other Party (the “Other Party”), within five (5) Business Days of the closing of the Subject Transaction, specifying the identity of the Post-Execution Other Business and describing in reasonable detail, to the extent permitted by Law and without disclosing any proprietary information, the Competing Activities and their focus. Such notice shall also state whether the Notifying Party elects to: (A) Divest the Competing Activities; (B) if Hospira is the Notifying Party, assign all of its rights and obligations under this Agreement to a Third Party (and such assignment shall not require the prior written consent of Pfenex pursuant to Section 13.6; provided, that such Third Party either (1) has a market capitalization of at least five (5) billion dollars and a sales force that will sell the Product at least as large as the sales force that Hospira has at the time of such assignment, or (2) has been approved as an acquiror of Hospira’s rights and obligations under this Agreement by the FTC and/or the DOJ in connection with a divestiture of assets); (C) keep separate all of the Competing Activities not so included within the activities under this Agreement; or (D) cease engaging in the Competing Activities within ninety (90) days following the consummation of the Subject Transaction; provided, that:
Post-Effective Date Affiliates. In the event that XXXXX or its Affiliates enters into a Distracting Transaction with a Third Party (and for clarity, XXXXX has not elected to treat such Distracting Product as a Newly Added Product pursuant to Section 5.4.2), then XXXXX shall provide prompt written notice to AMGEN. Until the provisions of Section 5.4.4 (Termination or Divestiture) are effectuated, XXXXX shall ensure that information and materials relating to the Product or activities hereunder are not shared with or used for the benefit of, and are sequestered from, Distracting Transaction Affiliate(s).
Post-Effective Date Affiliates. If a Party enters into a Distracting Transaction then it will provide notice to the other Party, within five (5) business days of the closing of the Distracting Transaction, describing in reasonable detail, to the extent permitted by Applicable Law and without disclosing any proprietary information, the Distracting Program. During the pendency of any potential Distracting Transaction, and until the provisions of Section 8.3 (Termination or Divestiture) are fully implemented, the Party entering into the Distracting Transaction will Segregate the Distracting Program from Ivory.
Post-Effective Date Affiliates. In the event that either Party enters into any transaction (a “Subject Transaction”) after the Effective Date with a Third Party whereby a Third Party becomes an Affiliate of such Party and such Third Party is [***] (a “[***]”), then such Party (the “Notifying Party”) shall provide notice to the other Party, within [***] ([***]) [***] of the closing of the Subject Transaction, specifying the identity of the Affiliate and describing in reasonable detail, to the extent permitted by Law and without disclosing any proprietary information, [***] and [***]. Any Third Party that so becomes an Affiliate of the Notifying Party by reason of the Subject Transaction are referred to below, collectively, as the “New Affiliates”. Such notice shall include a notification as to whether the Notifying Party intends to: (i) [***], in which case, where CK is the Notifying Party [***] or, in the case where Amgen is the Notifying Party, the [***] hereunder, and in each case any [***] (to the extent [***] hereunder; (ii) [***], in which case the Notifying Party shall [***] (including [***] (and vice-versa), and [***] and vice-versa) and use [***] to [***]. In the foregoing case, the Notifying Party and its Affiliates shall [***] to [***] either Party’s efforts under the Collaboration [***]; (iii) [***], in which case the Notifying Party shall [***] within [***] ([***]) [***] of the closing of the Subject Transaction, during which period the Notifying Party shall [***] (including [***] (and vice-versa), and [***] and vice-versa); in the foregoing case, the Notifying Party and its Affiliates shall [***] to [***] either Party’s efforts under the Collaboration [***]. Notwithstanding the foregoing, (x) where such Subject Transaction is undertaken by Amgen, Amgen may [***], effective [***] ([***]) [***] after provision of such notice; or (y) where such Subject Transaction is undertaken by CK, CK may [***], effective [***] ([***]) [***] after provision of such notice. In the event such Party selects option (ii) and, despite the Notifying Party’s [***], [***] to [***] such [***] within [***] of *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. the closing of the Subject Transaction, then such Party shall be deemed to have [***], effective as of such [***]. In the case of [***], Section [***] shall not apply to the [***] by the New Affiliate and the [***], provided...
Post-Effective Date Affiliates. In the event that, after the Effective Date, NT Pharma enters into any transaction (a “Subject Transaction”) whereby a Third Party that is engaged in activities that would otherwise be prohibited by Section 3.7(a) (the “Competing Activities”) becomes an Affiliate of NT Pharma or merges with NT Pharma (such Affiliate or, in the event of a merger, the portion of the business which is not NT Pharma’s business immediately prior to the Subject Transaction, the “Other Business”), NT Pharma shall provide notice to Pfenex within five (5) Business Days of the closing of the Subject Transaction, specifying the identity of the Other Business and describing in reasonable detail, to the extent permitted by Applicable Law and without disclosing any proprietary information, the Competing Activities and their focus. Such notice shall also state whether NT Pharma elects to: (A) Divest the Competing Activities; (B) assign all of [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. its rights and obligations under this Agreement to a Third Party (and such assignment shall not require the prior written consent of Pfenex pursuant to Section 12.7, provided that such Third Party has capabilities to fulfill all of the obligations of NT Pharma under this Agreement; (C) keep separate all of the Competing Activities not so included within the activities under this Agreement; or (D) cease engaging in the Competing Activities within ninety (90) days following the consummation of the Subject Transaction; provided that:
Post-Effective Date Affiliates. In the event that a Party enters into a Distracting Transaction with a Third Party, then such Party shall provide prompt written notice to the other Party. Until the provisions of Section 7.4 ([*] Divestiture) are effectuated, each Party shall ensure that information and materials relating to the Collaboration are not shared with or used for the benefit of, and are Segregated from, such Distracting Transaction Affiliate(s).
Post-Effective Date Affiliates. In the event that either Party enters into a Competing Transaction then the Competing Transaction Party shall provide notice to the other Party, within five (5) business days of the closing of the Competing Transaction, specifying the identity of the Competing Transaction Affiliate(s) and describing in reasonable detail, to the extent permitted by Law and without disclosing any proprietary information, the Competing Program and its focus. During the pendency of any potential Competing Transaction, and until the provisions of Section 2.5 (Termination or Divestiture) are effectuated, the Competing Transaction Party shall ensure that information and materials relating to the Collaboration are not shared with or used for the benefit of, and are sequestered from, such Competing Transaction Affiliate(s).
