Exceptions to Exclusivity Sample Clauses

Exceptions to Exclusivity. Notwithstanding anything to the contrary in Section 2.1 above: (a) Each Party will have the right to continue to perform, outside the Alliance Program, its obligations under bona fide agreements with Third Parties in effect as of the effective date of the Prior Alliance Agreement, such obligations in the Alliance Field being listed in Exhibit 2.2 hereto (except for routine confidentiality agreements, material transfer agreements and other standard agreements executed by a Party in the ordinary course of business, which agreements have no material impact on the Parties’ ability to perform their obligations under this Agreement). Any material amendments or any extensions to such agreements after the Effective Date will be subject to prior written consent of the other Party, which consent will not be unreasonably withheld or delayed; provided, however, that neither Party will be obligated to obtain the prior written consent of the other Party to amend or extend the agreements listed in Exhibit 2.2(a) if such amendment or extension does not include activity in the Exclusive Areas. (b) Each Party, without notice to or cooperation of the other Party, and solely at its own cost, may independently conduct research and development directed to products or services in the Exclusive Areas; provided, however, that any such product or service must be the subject of a NPCD-Development proposed to the JRB pursuant to Section 4.2 before any Development, Regulatory Filings, manufacturing or Commercialization activities. A Party may conduct any activities subject to this Section 2.2(b) without notice to the other Party or JRB approval of such activity after notice to the other Party of termination of this Agreement pursuant to Section 17.6. (c) Either Party will have the right to continue to develop, manufacture and Commercialize General Purpose Instruments or Instruments labeled for “Research Use Only” and General Purpose Reagents outside of the Alliance Program.

Exceptions to Exclusivity. Notwithstanding Section 4.7 to the contrary: (a) During the Exclusivity Period and any Extended Exclusivity Period, Aurigene shall have the right to research, develop and commercialize, itself or with one or more Third Parties, molecules claimed in patent applications [**] or products incorporating such molecules, subject, in each case, to Aurigene’s compliance with Article 8 hereof, and Aurigene’s exclusivity obligations set forth in Section 4.7 shall not apply to such activities. (b) During the Exclusivity Period and any Extended Exclusivity Period, Aurigene shall have the right to discover, research, develop and commercialize, itself or with one or more Third Parties, molecules or products incorporating such molecules, the primary mechanism of action of which includes modulation of [**], and Aurigene’s exclusivity obligations set forth in Section 4.7 shall not apply to such activities. (c) Aurigene [**] Aurigene [**], provided that: [**] Aurigene, [**] Aurigene [**], Aurigene, [**]. Aurigene [**], and that Aurigene [**], Curis’ [**] under this Agreement [**] provisions hereunder. (d) During the Exclusivity Period and, in the case of any Exclusive Program Target Profile, any Extended Exclusivity Period(s), Aurigene shall have the right to conduct (or have a contract research organization or other contractor conduct on Aurigene’s behalf) internal discovery, research and preclinical activities of any kind, subject to Aurigene’s obligations and Curis’ rights under this Agreement, including the Options and Licenses and the Parties’ respective rights and obligations under Section 3.8, but excluding Aurigene’s obligations and Curis’ rights under Section 4.7 hereof. (e) During the Exclusivity Period, and subject to Aurigene’s compliance with Section 3.1(b)(ii), if Curis does not select an Aurigene Immuno-oncology PTP as PTP3, PTP4 or an Additional PTP (as applicable) for the conduct of a Program prior to expiration of the applicable Data Package Review Period, then, effective as of the expiration of such period, Aurigene’s exclusivity obligations under Section 4.7 shall cease to apply solely with respect to such Aurigene Immuno-oncology PTP. (f) If Curis does not timely exercise its Option for a particular Program, Aurigene’s exclusivity obligations under Section 4.7 shall cease to apply solely with respect to the Program Target Profile that was the subject of the expired Option. (g) In the event that, after Curis timely exercises its Option for a particular Pr...

Exceptions to Exclusivity. Notwithstanding anything in this Agreement to the contrary, the following shall be exempt from the restrictions set forth in Section 7.5: (a) Any Person in which either BAG, BN, or any of their respective Affiliates owns: (i) ten percent (10%) or less, in case the primary activity of such Person is the Business. For purposes of the preceding sentence, the primary activity of a Person shall be deemed to be the Business only if it derives twenty-five percent (25%) or more of its net revenues from the conduct of Business for the fiscal year of such Person preceding the acquisition; (ii) twenty percent (20%) or less, in the case of any Person the primary activity of which involves or is focused on sectors outside of the Business and where the contribution from the Business, in net revenues, is less than twenty-five percent (25%) (on a consolidated basis) but more than ten percent (10%) (on a consolidated basis) for the fiscal year of such Person preceding the acquisition; (iii) any percentage of another Person, without limitation, if the net revenues of such Person from the conduct of Business (on a consolidated basis) is less than ten percent (10%) of its total net revenues for the fiscal year of such Person preceding the acquisition; or (iv) any acquisition of another Person where such Person is directly engaged in the Business (directly or through one or more units) to an extent greater than that permitted by the above provisions of this Agreement provided that, within a period of twelve (12) months after the date of the acquisition, the acquiring party either: (a) makes an orderly divestiture of such portions of the acquired business which are conducted by the acquired Person or its Affiliates to a third party; or (b) the acquiring party offers and sells such identifiable unit which is engaged in the Business to the Company. In case an offer is made to the Company under the preceding sentence, the purchase price shall be determined by the offering party subject to acceptance, on behalf of the Company, by Managers who are not appointed by the offering party. (v) For purposes of this Section, the ownership interest of each of BN and BAG, respectively, shall be aggregated with the ownership interest of any Person in which it directly or indirectly through a chain of other Persons owns an interest of fifty percent (50%) or more.

Exceptions to Exclusivity. (a) Notwithstanding anything in this Agreement to the contrary, Nurix’s performance of an assay or test for a Degrader Target Set for the purposes of screening or determining a Degrader’s off-target activity shall not be considered performing Research on any Degrader that is Directed To such Degrader Target Set and shall not be a breach of Section 14.9 (Exclusivity). (b) At any time during the Term of this Agreement, if Seagen or its Affiliate(s) (excluding any Affiliates in any Acquiring Entity Family) obtains ownership of, or an exclusive license to Commercialize, any product containing or comprising a Degrader (other than a Licensed Degrader) that is Directed To any Licensed Degrader Target Set or any Subset of such Licensed Degrader Target Set and such product is then currently the subject of an active internal research or development program by Seagen or such Affiliates, then Seagen shall notify Nurix within [*] days after obtaining such ownership or license or initiating such research or development program (to the extent such ownership, license or research or development program results in such Degrader being subject to this clause (b)), which notice shall indicate the applicable date such Degrader became subject to this clause (b), and after the [*] day following Seagen obtaining such ownership or license, or initiating such research or development program, as applicable (and subject to the remainder of this Section 14.9.5(b)), Nurix shall no longer be subject to any exclusivity obligations with respect to such Licensed Degrader Target Set under Section 14.9.3 (Licensed Degrader Target Set Exclusivity) or Section 14.9.4 ([*] Licensed Degrader Target Set Exclusivity); provided, that if Nurix reasonably determines that it is no longer subject to such exclusivity obligations with respect to a Licensed Degrader Target Set pursuant to this clause (b) and Nurix has not received a written notice to that effect from Seagen hereunder, Nurix shall notify Seagen in writing of its determination; provided, further, that if Seagen disputes whether Nurix is subject to such exclusivity obligations pursuant to this clause (b) or the material facts set forth in Nurix’s notice, and so notifies Nurix within [*] Business Days following delivery to Seagen of Nurix’s written notice, Nurix shall remain subject to the applicable exclusivity obligations unless and until (i) the Parties mutually agree in writing that this clause (b) applies and Nurix is no longer subject to ...

Exceptions to Exclusivity. Notwithstanding anything to the contrary contained in this Agreement, BRNI and its Affiliates may use the Licensed IP in the Field of Use (a) to engage in research and development and other non-commercial activities and (b) to provide Services to Neurotrope or to perform any other activities in connection with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, if, subsequent to the Execution Date, BRNI or NRV II acquires any Intellectual Property that would otherwise constitute Licensed IP and such Intellectual Property is subject to a license existing as of the date of acquisition thereof, then (I) to the extent such Intellectual Property is licensed on an exclusive or sole basis pursuant to such license existing as of the date of such acquisition, such Intellectual Property shall be (a) deemed to not be Licensed Technology or Licensed Patents, as applicable, and (b) excluded from the rights granted to Neurotrope under this Agreement (including pursuant to Section 2.1); and (II) to the extent such Intellectual Property is not licensed on an exclusive or sole basis pursuant to such license existing as of the date of such acquisition, such Intellectual Property shall be deemed to be Licensed Technology or Licensed Patents, as applicable, provided that all rights granted to Neurotrope under this Agreement with respect to such Intellectual Property shall be deemed to be non-exclusive and subject to the terms and conditions of the agreement granting such license.

Exceptions to Exclusivity. A. Special distribution opportunities may arise within the Store Development Area that may or may not be available to you. Examples include hospitals, train stations, airports, entertainment and sports complexes, convention centers, casinos and resorts, limited-access highway food facilities, military facilities, schools and colleges, office or factory food service facilities, gas/convenience stores, department stores and “big box” super stores, mobile units, off-site sales accounts, supermarkets and home improvement retailers. We retain the right to pursue such special distribution opportunities inside your Store Development Area, but during the term of this Agreement we will offer you the first opportunity to become our franchisee for those opportunities provided that you are in compliance with all material provisions of your agreements with our affiliates and us, you meet the Criteria to Expand, and the party that controls the opportunity permits us to do so. You will have fifteen (15) days to accept the offer in writing. Except as provided in 6.B, special distribution opportunities that you develop do not count toward the number of Restaurants you are required to develop under this Agreement, and the IFF is in addition to the IFF required under this Agreement. In addition, if there are Restaurants operated by other franchisees in the Store Development Area, then we reserve the right to approve the relocation of each Restaurant within its trade area. Further, this Agreement only grants rights as to the operation of Restaurants. You have no other rights to the use, enjoyment or benefit of the Dunkin’ Donuts name or trademarks. We retain the complete right to distribute Dunkin’ Donuts products and services of every kind and nature through any other channels of distribution. This includes, without limitation, the distribution and use or sale of Dunkin’ Donuts-trademarked products in a hotel room, an office or a supermarket (as distinguished from a Restaurant inside a supermarket). B. Although gas/convenience locations are expressly excluded from this Store Development Agreement (“SDA”), if you propose and we approve a Restaurant in a gas/convenience location within the Store Development Area, we will consider the development of such location to satisfy one of the Restaurants you are required to develop pursuant to the SDA’s Development Schedule, provided that: (a) we determine the proposal will result in a Restaurant that meets certain minimum then-current...

Exceptions to Exclusivity. None of the limitations related to exclusivity contained in Section 2 shall be construed to apply to or constrain (1) any other members of DJT’s family, (2) the Xxxxx Organization or its respective Affiliates, (3) any third parties making Political Related Posts on behalf of DJT or a related entity from a non-DJT Personal Profile, or (4) any business ventures of DJT existing as of the date of this Agreement. In the event DJT shall ever become or remain a candidate for any federal or state office, DJT may restructure his ownership in TMTG, or limit his involvement in the management of TMTG as determined by DJT in his discretion. In this regard, TMTG hereby agrees and acknowledges that DJT may restructure his ownership interest in TMTG in order to protect and ensure business continuity for TMTG. Such ownership restructuring, or withdrawal from management shall not result in any liability or penalties to DJT or the Licensor in any way whatsoever.

Exceptions to Exclusivity. Notwithstanding anything to the contrary in Section 3.1 (and without limiting any actions which may be taken by AOL without violation of MP's rights hereunder): 3.2.1 AOL may undertake activities or perform duties pursuant to arrangements with third parties that are in existence as of the Effective Date; provided, however, in this regard: (a) AOL hereby represents and warrants to MP that to the knowledge of AOL senior executives (i.e., employees above the level of vice president) and any vice president of any Exclusive Service that has been actively involved in the negotiation of this Agreement (i) as of the Effective Date AOL has no existing arrangements exceeding $1,000,000 in value that expressly grant rights to any person or entity to sell and promote Energy Products on the Exclusive Services; (ii) no person or entity selling or promoting products or services on any of the Exclusive Services pursuant to an agreement exceeding $1,000,000 in value is currently offering for sale or otherwise promoting Energy Products on the Exclusive Services; and (iii) as of the Effective Date, AOL does not have a selling or promotional arrangement exceeding $1,000,000 in value in connection with any of the Exclusive Services with any MP Competitor listed on Exhibit H; provided that if AOL discovers that it has breached the representation of (iii) due to an existing agreement with an MP Competitor for the sale or promotion of products that are not Exclusive MP Products, then such breach may be cured by AOL by updating its representation, and no damages would result from such breach. (b) AOL shall not prompt or encourage any person or entity currently promoting products or services on the Exclusive Services pursuant to an existing agreement with AOL (as of the Effective Date) to sell or promote any Energy Products on any of the Exclusive Services. (c) In the event any person or entity currently promoting products or services on any of the Exclusive Services pursuant to any existing agreement with AOL as of the Effective Date (other than agreements otherwise expressly permitted hereunder) were to sell or promote any Exclusive MP Products on the Exclusive Services under the terms of that existing agreement, ***. If such dispute is referred to arbitration, ***. Any damages awarded under this Section 3.2.1(c) shall be MP's sole remedy with respect to this Section 3.2.1(c). 3.2.2 AOL may undertake activities or perform duties pursuant to arrangements with third parties that AO...

Exceptions to Exclusivity. The foregoing Grant of Franchise excludes the following: (1) Self-Haul. Any Solid Waste otherwise within the Scope of this Agreement which is removed and personally transported from any premises by the owner or occupant who generated the solid waste using his or her own equipment thereof for the purpose of lawfully delivering same to a Solid Waste Facility authorized to receive and handle solid waste. The use of a subcontractor by City is not “self-haul” within the meaning of this exception.

Exceptions to Exclusivity. Notwithstanding anything to the contrary in this agreement, Corporation may designate house customers which shall be excluded from this agreement. House Customer shall mean a subsidiary, franchisee or company owned facility of a multinational company that operates in at least three countries or a national company with at least one hundred locations within the United States. Where the Corporation enters into an agreement to provide Products to a multi-national company or national company, referred to herein as House customers, Corporation or the Distributor that secured the House Customer shall be allowed to sell to such House Customer within any territory including Distributors. In addition, Corporation may at its option enter into an agreement with a Multi-national company to Private label the products covered by this agreement for sale in any territory as an exclusion to this agreement provided the products are promoted and sold under a different name and trademark. Corporation shall maintain a list of House Customers and Private Label Companies and notify Distributor as changes occur. In addition to House Customers and private label companies, a list of pre-existing exclusions to this Agreement are listed in Exhibit E.