The non-compete language is in the Indiplon collaboration agreement (separate from the license agreement) in a Form-8K dated 12/20/02. Much of the content has been redacted.
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ARTICLE 14
NON-COMPETITION
14.1 Pfizer Non-Competition. If during the term of this Agreement Pfizer or any of its Affiliates intends to Commercialize a prescription pharmaceutical product having an Insomnia Indication in the Territory (a "Competitive Product"):
(a) if such Competitive Product's [***]:
(i) [***]
(ii) [***].
(b) if such Competitive Product's [***]:
(i) [***]
*** 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.
(ii) [***].
[***].
(c) If Pfizer Launches any Competitive Product defined in Section 14.1(b)(ii) ("Section 14.1(b)(ii) Product"), then neither Pfizer or its Affiliates shall:
(i) Engage in "negative promotional activities", [***].
(ii) [***].
*** 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.
(iii) [***].
(iv) [***].
(d) Notwithstanding to the contrary any provisions of this Agreement or the License Agreement, in no event shall Pfizer be required under this Agreement or under the License Agreement to engage in any activity regarding a Product which Pfizer is prohibited from undertaking under Section 14.1(c) with respect to a Section 14.1(b)(ii) Product, and Section 14.1(c) shall be applicable, on the same basis (mutatis mutandis), to promotional activities regarding the Product vis-a-vis any Competitive Product of Pfizer.
(e) In the event that [***] shall be deemed to be a Competitive Product, in addition to Pfizer's obligations with respect to such Product in Section 14.1(b) above, Neurocrine will have the rights in the US Territory as set forth in Section 14.3 below.
14.2 Neurocrine Non-Competition. If, during the term of this Agreement, Neurocrine or any of its Affiliates proposes to Commercialize a Competitive Product in any country of the Territory other than a country in the EU, Neurocrine or such Affiliate shall:
(a) if such Competitive Product's primary mechanism of action is through binding with [***], divest such Competitive Product;
(b) if such Competitive Product's primary mechanism of action is other than through binding with [***], at its sole discretion either:
(i) divest (by license, sale or similar transaction) such Competitive Product; or (ii) only if such commercialization would begin after the [***], Commercialize such Competitive Product and terminate its right to Co-Promote Products hereunder pursuant to Section 13.8.
14.3 [***].
14.4 Conflicts. For so long as this Agreement is in effect, in the event of any conflict between the provisions this Article 18 of this Agreement and Article 11 of the License Agreement, the provisions of Article 14 of this Agreement shall control.
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