COVENANT NOT TO LAUNCH COMPETITIVE PRODUCT Sample Clauses

COVENANT NOT TO LAUNCH COMPETITIVE PRODUCT. In consideration for the rights granted and sums paid pursuant to this Agreement, neither party shall, during the term of this Agreement, conduct, fund, license or participate in, directly or indirectly through one or more third parties, the development, distribution or commercialization in any country, of any transdermal patch containing a dopamine receptor agonist as an active ingredient for use in the Field other than the Licensed Products.
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COVENANT NOT TO LAUNCH COMPETITIVE PRODUCT. (a) Sanofi-Synthelabo hereby covenants and shall cause its Affiliates to agree not to out-license, commercialize, market, sell, distribute or have marketed, have sold or have distributed any Competitive Product in any country in the Territory in which Sanofi-Synthelabo retains a license granted by Atrix under Article III during the Term. Notwithstanding the foregoing, if Sanofi-Synthelabo or any Affiliate acquires an entity or all or substantially all of the assets of an entity and such entity distributes a Competitive Product or such assets include a Competitive Product, Sanofi-Synthelabo or such Affiliate shall have one hundred and eighty (180) days in which to divest itself of such Competitive Product or to otherwise cease marketing, sales and distribution of such Competitive Product, and Sanofi-Synthelabo shall not be in breach of this Section 16.01 if it or the Affiliate, as the case may be, so divests or ceases marketing, sales and distribution within such one hundred and eighty (180) day period; (b) All of the covenants in this Section 16.01 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of either Party, its designee or its Affiliates against the other Party, whether predicated on this Agreement or otherwise, shall not constitute a defense to an action by the Party who is not in breach of this Section 16.01 to enforce such covenants against the other Party; (c) The Parties hereby agree that the covenants set forth in this Section 16.01 are a material and substantial part of the transactions contemplated by this Agreement; and (d) Because of the difficulty of measuring economic losses to Atrix as a result of a breach of the restrictive covenants set forth in this Section 16.01, and because of the immediate and irreparable damage that would be caused to Atrix for which monetary damages would not be a sufficient remedy, the Parties agree that Atrix will be entitled to seek specific performance, temporary and permanent injunctive relief, and such other equitable remedies to which it may then be entitled against Sanofi-Synthelabo. This Section 16.01 shall not limit any other legal or equitable remedies that Atrix may have against Sanofi-Synthelabo for violation of the restrictions of this Section 16.01. The Parties agree that Atrix shall have the right to seek relief for any violation or threatened violation of this Section 16.01 by Sanofi-Synthelabo from any cour...
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COVENANT NOT TO LAUNCH COMPETITIVE PRODUCT. Nycomed hereby covenants for a period of five (5) years from the First Commercial Sale of the Product and for any subsequent period in which the exclusive purchasing arrangement provided for in Section 6.01 has been renewed, that neither it nor its Affiliates shall out-license, commercialize, market, sell, distribute or have marketed, have sold or have distributed any Competitive Product in any Jurisdiction in which Nycomed retains a license granted by Acusphere under Article III during the Term. Notwithstanding the foregoing, if Nycomed or any Affiliate acquires an entity or all or substantially all of the assets of an entity and such entity distributes a Competitive Product or such assets include a Competitive Product, or if Nycomed is acquired by such entity (whether by merger, sale of assets or otherwise) Nycomed or its successor shall be required to notify Acusphere within 30 days after such acquisition whether it intends to divest itself of such Competitive Product. If it chooses not to divest the Competitive Product, then Acusphere shall have the right to terminate this Agreement immediately upon notice to Nycomed or its successor, with the same effect as a termination under Section 18.02. If Nycomed or its successor chooses to divest itself of such Competitive Product, it shall use best efforts to do so within one hundred and twenty (120) days after such notice, and if it is unsuccessful in so divesting the Competitive Product it shall promptly wind down all marketing, sales and distribution of such Competitive Product, such that within 180 days of such notice it shall no longer sell or distribute such Competitive Product.
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COVENANT NOT TO LAUNCH COMPETITIVE PRODUCT. (a) CollaGenex hereby covenants and shall cause its Affiliates to agree not to develop, in-license, market, sell, distribute or have marketed, have sold or have distributed any Competitive Product in the Territory during the Term without the prior written approval of Atrix, such approval not to be unreasonably withheld. Notwithstanding the foregoing, if CollaGenex or any Affiliate acquires an entity or all or substantially all of the assets of an entity and such entity distributes or such assets include a Competitive Product, CollaGenex or such Affiliate shall have 120 days in which to divest itself of such Competitive Product or to otherwise cease distribution of such Competitive Product, and CollaGenex shall not be in breach of this Section 14.01 if it or the Affiliate, as the case may be, so divests or ceases distribution within such 120 day period; (b) All of the covenants in this Section 14.01 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of CollaGenex, its designee or its Affiliates against Atrix, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Atrix of such covenants; and (c) CollaGenex and Atrix hereby agree that the covenants set forth in this Section 14.01 are a material and substantial part of the transactions contemplated by this Agreement.
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Related to COVENANT NOT TO LAUNCH COMPETITIVE PRODUCT

  • Competitive Products Competitive Products" means products that serve the same function as, or that could be used to replace, products the Company provided to, offered to, or was in the process of developing for a present, former, or future possible customer/partner at any time during the twelve (12) months immediately preceding the last day of Participant's employment (or at any time during Participant's employment if Participant was employed for less than 12 months), with which Participant had direct responsibility for the sale or development of such products or managing those persons responsible for the sale or development of such products.

  • Generic Competition If a Licensed Product is sold in a country where a product that is an AB Rated Product with respect to such Licensed Product is sold or marketed by a Third Party pursuant to a regulatory approval for the commercial sale and marketing thereof for human therapeutic or prophylactic use in such country, then the royalty rate applicable under Section 5.2(f)(i) to Net Sales of such Licensed Product in such country shall be reduced to [*] percent ([*]%) of the rate originally stated therein (i.e., reduced to [*]% or [*]%, depending on worldwide Net Sales), effective with respect to all Net Sales of such Licensed Product in such country occurring on or after the first day of the first calendar month following the month during which such AB Rated Product is first sold in such country.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • License Period a. The License is hereby granted in favour of the Licensee for a total period of 15 (fifteen) years from the Commencement Date subject to unless otherwise terminated by Maha-Metro or surrendered by the Successful Bidder/Licensee, in term of provisions of License Agreement. b. The tenure of License Agreement shall commence from the date of handing over of the property business space. c. Tenure of the License Period of any additional space handed over subsequently shall be co- terminus with above period irrespective of date of actual handing over for such additional space. d. There shall be a lock in period of five (05) years from the date of commencement of agreement/ handing over of licensed space. e. Licensee shall have option to exit from the License Agreement immediately after completion of lock in period of 5 (Five) years. For it, Licensee shall have to issue 180 days prior notice to Maha-Metro. Such prior notice intimation can be given after four and half (4 ½) years however option to exit will be available only after five (05) years. f. At no time during the license tenure, the Licensee shall be allowed to surrender partial Licensed Space which has been handed over to the Licensee by Maha-Metro. g. At the end of License period or in the event of termination of this agreement prior to completion of license tenure, for any reason whatsoever, all rights given under this License Agreement shall cease to have effect and the premises shall revert to Maha-Metro, without any obligation to Maha-Metro to pay or adjust any consideration or other payment to the Licensee. h. The tenure shall be inclusive of fitment period as applicable for the tendered space. i. On completion/ termination of License Agreement, the Licensee shall hand over the space with normal wear & tear. The Licensee shall be allowed to remove its assets like temporary structure, furniture, almirahs, air-conditioners, DG sets, equipments, etc. without causing damage to the existing structure. However, the Licensee shall not be allowed to remove any facility, equipment, fixture, etc. which has become an integral part of the development plan of the space. j. At the end of the License Period or sooner determination of this Agreement for any reason whatsoever all rights given under this License Agreement shall cease to have effect and the Licensed Area with all the furniture and fixtures and other assets permanently attached to the Licensed Area shall revert to Maha-Metro without any obligation on part of Maha-Metro to pay or adjust any consideration or other payment to the Licensee. The Licensee voluntarily gives Maha-Metro the right to seal the said Licensed Space(s) and remarket the same as part on its discretion upon Termination of this Agreement. No claim, compensation or damages will be entertained by Maha-Metro on this account.

  • Competitive Activities During the term of this Agreement, Consultant will not, directly or indirectly, in any individual or representative capacity, engage or participate in or provide services to any business that is competitive with the types and kinds of business being conducted by Company.

  • Covenant Not to Solicit Customers During the Restricted Period, within the Territory Executive shall not, directly or indirectly, individually or on behalf of any other person or entity (other than a member of the Bank Group), offer to provide banking services to any person, partnership, corporation, limited liability company, or other entity who is or was (i) a customer of any member of the Bank Group during any part of the twelve (12) month period immediately prior to the Date of Termination, or (ii) a potential customer to whom any member of the Bank Group offered to provide banking services during any part of the twelve (12) month period immediately prior to the Date of Termination.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • License Term The license term shall commence upon the License Effective Date, provided, however, that where an acceptance or trial period applies to the Product, the License Term shall be extended by the time period for testing, acceptance or trial.

  • Exclusivity Period During the Exclusivity Period, each Party: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such approach or communication and promptly provide copies of any such written Competing Proposal.

  • BY THE COMPETITIVE SUPPLIER As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate.

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