Exclusive Collaboration. Except as provided below, the Parties shall work exclusively with each other in the Field during the Research Program Term. The research and development program being conducted by JT as of the Agreement Date to discover and develop compounds having activity against orphan nuclear receptors (the "JT Program") shall be included as part of the Research Program; provided, however, that JT shall not be required to contribute (i) compounds that [ * ] (the orphan nuclear receptors set forth in (i) and (ii) above, collectively, "Excluded Orphan Nuclear Receptors"). During the Research Program Term, neither Party shall discuss the terms of, or enter into, an agreement with any Third Party relating to research, development or commercialization activities of products in the Field without the express prior unanimous written consent of the RMC, JDC or MC, respectively, except as otherwise provided in [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Exclusive Collaboration. Except as provided below, the Parties shall work exclusively with each other in the Field during the Research Program Term. The research and development program being conducted by JT as of the Agreement Date to discover and develop compounds having activity against Targets shall be included as part of the Research Program; provided, however, that JT shall not be required to contribute (i) compounds that [ * ]. During the Research Program Term, neither Party shall discuss the terms of, or enter into, an agreement with any Third Party relating to research, development or commercialization activities of products in the Field without the express prior unanimous written consent of the RMC, JDC or MC, respectively, except for the [ * ] Agreement and except as otherwise provided in this Agreement. During the Term (as defined in Section 13), except for [ * ], neither Party will develop or commercialize a product in the Field other than pursuant to this Agreement. The Parties shall discuss with each other any opportunity available to either Party to [ * ] that are known, at the time such Party becomes aware of such opportunity, to regulate one or more Targets. The Parties in good faith shall negotiate the terms on which any such [ * ] opportunity may be included in this Agreement. For the avoidance of doubt, the Parties agree that neither Party shall enter into any [ * ] unless mutually agreed by the Parties during such good faith negotiations. Tularik shall not enter into any agreement with any Third Party [ * ] regarding research involving [ * ] or the commercialization of [ * ] unless such agreement contains provisions [ * ] of the JT Territory comparable to those described in the highlighted sections of the letters dated October 9, 1998 and October 14, 1998 from Xxxxxxx X. Xxxxxxx to X. Xxxxxx attached hereto as Appendix F (the "Kiyose Letters").
Exclusive Collaboration. Dainippon and RiboGene agree that during the term of this Agreement, the collaboration under the Research Program shall be on an exclusive basis within the Field.
Exclusive Collaboration. Sumitomo and Tularik agree that they shall collaborate on an exclusive basis hereunder within the Field during the term of this Agreement with respect to the Sumitomo Territory.
Exclusive Collaboration. (a) Merus’ conduct of research activities related to Target Specific Biclonics shall be exclusively carried out for the sole benefit of Ono in the Research Program or in support thereof as provided for hereunder. Neither Merus nor its Affiliates shall conduct, alone or in collaboration with any Third Parties, (i) any independent research, development or commercialization of [***] or (ii) any independent development or commercialization of any [***] and shall [***] during (a) [***], or (b) [***].
(b) Notwithstanding the provisions set forth in Section 2.2(a), if Ono does not perform any relevant research activities for a period of more than [***] ([***]) months following [***] without any reasonable justification, the exclusivity under this Section 2.2 will terminate and Merus may then [***], provided that [***].
(c) Notwithstanding the provisions set forth in Section 2.2(a), in case of an assignment of this Agreement by Merus as indicated in Section 14.6(a) to a Third Party that, prior to the transfer or sale of all or substantially all of the business of Merus, already had a license from Merus under Merus Technology that included the Target Combination, the exclusivity conditions under Section 2.2(a) will not apply to such Third Party.
Exclusive Collaboration. The Parties agree to collaborate exclusively in the Research, Development and Commercialisation of Antibody Products in the Field in accordance with the terms of this Agreement and, other than as explicitly permitted under this Agreement, not to undertake or enable any Third Party to undertake any activities for Antibody Products without the other Party’s prior written consent (which may be withheld for any reason), including to undertake or enable any Third Party to undertake any activities for Antibody Products for any use outside of the Field (including [*]).
Exclusive Collaboration. Each party to this Agreement covenants and agrees that the Research Program shall be its sole and exclusive activity within the Field in the Sanwa Territory during the term of this Agreement. Terrapin covenants and agrees that during the term of this Agreement, it will not license compounds to third parties in the Sanwa Territory where the development of such compounds is directed toward the Field.
Exclusive Collaboration. During the Collaboration Term, Phytera shall collaborate exclusively with Chiron in the Research Field. Further, Phytera agrees that its rights to (a) undertake any natural product screening or other drug discovery and development activity against Targets in the Research Field for any third party or on its own behalf, or (b) supply any Extracts to or undertake any screening activities for any third party for screening against any Targets in the Research Field shall be subject to the Non-Competition Covenants referenced in Article 9 herein.
Exclusive Collaboration. 2.1 Vital Images and ATL agree that, commencing as of the date of this Agreement, each will work with the other exclusively as each other's sole collaborator pursuant to the terms of this Agreement for the next five (5) years in the development of three dimensional visualization ("3D") products for medical diagnostic ultrasound imaging applications. Vital Images is committed to work with ATL until at least the Acceptance Date of a first Product.
2.2 For the purposes of this Agreement, the phrase "exclusively as its sole collaborator" shall mean that, during the term of this Agreement:
(a) Neither party to this Agreement shall assist, work with or collaborate with any other person or entity in the development of three dimensional visualization products for medical diagnostic ultrasound imaging applications, except:
(i) ATL may continue to work with TomTec in the area of 3D technology for the sole purpose of providing ATL customers who desire to use a TomTec product with existing TomTec products which operate with ATL products and may work with clinical or academic groups who are developing 3D capabilities but are not manufacturing or sales entities for such products; and
(ii) Vital Images may work with third parties in the development, manufacture, marketing and sale of Vital Images' three dimensional visualization systems for use in connection with multi-modality environments.
(b) Each party hereby represents and warrants to the other that it shall not use any proprietary information or technology of the other party in connection with the development of its other product unless it first receives the written consent of the other party.
(c) Notwithstanding any other provisions of this Agreement or the Sales Agreement, Vital Images may develop, manufacture, market and/or sell three dimensional visualization systems for use in connection with any other medical or non-medical applications except medical diagnostic ultrasound imaging. In addition, Vital Images will not develop, manufacture, market and/or sell three dimensional visualization systems for interoperative ultrasound, minimally invasive ultrasound, and ultrasonic guided therapy applications for any entity which develops, manufactures or sells medical diagnostic ultrasound systems. Vital Images may itself or in collaboration with any other entity develop, manufacture, market and/or sell three dimensional visualization system for use in medical diagnostic ultrasound:
(i) for the development, manufacture...
Exclusive Collaboration. Except as otherwise provided in Section 3.9(c) and Articles 4, 5 and 8 with respect to Third Party sublicensees, contractors and the Subsidiary, the Parties shall work exclusively with each other to research and develop compounds that are [*] during the Research Program Term. During the Term, neither Party shall research, develop or commercialize a product [*] other than pursuant to this Agreement, subject to Sections 3.9(c) and 4.22. [*] provided, however, that neither Party shall be required to [*] and that, outside and independent of the Program, are either (a) discovered by such Party, independently or jointly with a Third Party, or (b) discovered on behalf of such Party, or (c) otherwise obtained by such Party outside and independent of the Program.
