The non-compete is on the table in the termination agreement talks. PFE will throw them a few bucks or offer to cover a few extra 180 day expenses per their agreement and Neurocrine would/will waive or modify those terms.
"you can legally define competition the second a pen hits a peice of paper"
I've been there, done that. As long as there is no competition prior to the end of the non-compete period, there is no violation. Business law purposely is written to avoid any and all dependence upon "intent," as that is a very fuzzy concept. While you may have "Letters of Intent," nobody in the business World with good Lawyers every has a clause in a contract whereby "intent" determines whether it is violated. The clauses are written to define actions, not emotional states.
"Other than the scenario that Pfizer is simply partnering with another sleep co,"
Yup, as I said, an acquisition of Sepracor would not be a violation, as long as the deal did not close prior to the 180 days.
But if Pfizer wanted to simply make a co-marketing agreement with someone to start marketing their sleep product within the next couple of months, then that would be covered by a non-compete. I assume that Pfizer is not sharing their strategies with NBIX at this point, and therefore Lyons comment would cover this possibility.
well, you sound like an intelligent person so I suppose then we can agree to disagree and see what happens.
you can legally define competition the second a pen hits a peice of paper and you can infer the prior discussions as intent to compete.
the only loophole i see is if pfe (not sure who their representation would be, probably not a small shop, maybe a latham, OM&M or shearman) had much better lawyers and they most certainly had the power in negotiating - they may have softened up the language enough to allow them to exit unscathed.
Apparently you have it all figured out. Lyons said in today's CC that the non-competition agreement would last for 6 months, MAYBE LESS DEPENDING ON THEIR NEGOTIATIONS WITH PFIZER. Why would he say this? Do you think NBIX is just gonna say, ok, we'll just forget about the no-compete clause, and while we're at it, we won't make you pay for our indiplon research and testing over the next six months either. Other than the scenario that Pfizer is simply partnering with another sleep co, based on your knowledge, there would be absolutely no rationale for him to make that comment.
"I would be very surprised if Pfizer could even bid on Sepracor until 6 months from now."
I expect you would be suprised.
But that's just because you obviously know nothing about non-compete clauses.
Competing is competing. Agreeing to compete at some point in the future would not be a violation.