Exclusive Efforts Sample Clauses

Exclusive Efforts. Metabasis will (and will cause its Affiliates to) work exclusively (even as to Metabasis and its Affiliates, except for the Metabasis Internal Program which shall be subject to Merck's option rights therein as set forth in Article 8) with Merck in efforts to, and will not license the Metabasis Technology to any Third Party to, research and develop HCV antiviral compounds [***] incorporating HepDirect Technology within the Field ("Exclusive Efforts") from the Effective Date until the first anniversary of the Effective Date; provided, that Merck may, at its sole option, elect to extend the period of Exclusive Efforts for the remainder of the Research Program Term (to include any Extended Research Program Term, if applicable), and after the Research Program Term until the earlier of (i) the date on which [***], or (ii) [***] after the termination/expiration of the Research Program Term, by providing Metabasis with written notice of Merck's elections for such extension of Exclusive Efforts by the first anniversary of the Effective Date. In the event that Merck exercises such option, such extension of Exclusive Efforts will be subject to Merck's payment to Metabasis of the amount set forth in Section 5.3 within the time period specified therein. Nothing in this Section will limit Metabasis' use (itself or with any Affiliate or Third Party) of Metabasis Technology without Merck for any purpose other than for the research and development of HCV antiviral compounds [***] incorporating HepDirect Technology in the Field and subject to the license granted to Merck with respect to the Collaboration Compounds and Products under Article 3.

Exclusive Efforts. During the term of this Agreement, for so long as a Target is included in a license granted under this Agreement, and excluding the activities being conducted under the Research Program, Arvinas and its Affiliates shall not, either directly or indirectly (including on behalf of a Third Party), (i) conduct or agree to conduct any activities with respect to the Development or Commercialization of any pharmacologically-active agent whose primary mechanism of action is, by design, directed to such Target, or (ii) grant any license or covenant not to ▇▇▇ or other right to any Third Party with respect to the conduct of any such activities. Notwithstanding the foregoing, in the event that a Person that becomes an Arvinas Affiliate through a Change of Control or through acquisition of “control” (as defined in the definition of Affiliate) by Arvinas (a “Transaction”), has a program underway, at the time that Arvinas first enters into the Transaction, with respect to the Development or Commercialization of any pharmacologically-active agent whose primary mechanism of action is, by design, directed to such Target, such activity may continue following the effective date of the Transaction, provided that (i) such program is conducted by individuals who have (and have had) no involvement in the Research Program and no direct knowledge of or access to the Compounds, and (ii) such program does not utilize any Arvinas Information and Inventions, Arvinas Patent Rights, Arvinas Technology or Arvinas Technology Improvements.

Exclusive Efforts. Executive agrees to serve Employer faithfully and to the best of Executive's ability and to devote Executive's entire business time, attention and efforts to the interests and business of Employer, its subsidiaries and their affiliates.

Exclusive Efforts. During Employee’s employment by Employer, Employee shall render services to Employer exclusively, and shall not render, directly or indirectly, any services or engage in business activities with any other person or entity, either as an employee, employer, consultant, agent, principal, partner, equityholder, corporate officer, director, or in any other individual or representative capacity, without the prior written consent of the Board. Employee agrees to serve Employer faithfully, to execute to the best of his abilities the duties of his position, and to devote his entire business time, attention, and efforts to the interests and business of Employer. Notwithstanding the foregoing, but subject at all times to the restrictions in Sections 4 and 5, and subject to approval of the Board, not to be unreasonably withheld, Employee shall not be restricted from participating as an advisor, director or in similar capacities with charitable or professional organizations, so long as such participation (i) complies with Employer’s written employment policies, and (ii) does not materially interfere with the satisfaction of Employee’s obligations hereunder . While employed by Employer, Employee shall not, without the prior written consent of the Board, directly or indirectly, whether as a partner, employee, creditor, shareholder, or otherwise, promote, participate or engage in any activity or other business competitive with Employer’s business. Notwithstanding the foregoing provisions of this Section 3(b), Employee may (A) make passive investments of not more than one percent (1%) of the outstanding shares of, or any other equity interest in, a company listed on a national securities exchange or in an over-the-counter securities market and Employee is not otherwise associated directly or indirectly with such company or with any affiliate of such company and (B) serve on the boards of directors of the companies and organizations set forth on Schedule 1 hereto, and such investments or service shall not constitute a breach of this Section 2(b).

Exclusive Efforts. During the [***], neither Vertex nor Merck or any of their Affiliates will [***], other than pursuant to the terms of this Agreement, of [***]. Nothing in this Agreement prohibits either Party from counter-screening other compounds directed at other targets against Aurora kinase. If Merck begins development or commercialization of a Merck AK Compound at any time prior to the [***] of the expiration of the Washout Period, Merck shall be obligated to pay Vertex any and all applicable Milestone Payments and royalties (and any other amounts, such as interest penalties) due under Article 5 of this Agreement for such Merck AK Compound (subject to the exception set forth in Section 5.9).

Exclusive Efforts. During the Term, C4T shall not (and shall ensure that its Affiliates do not) [***].

Exclusive Efforts. During the Research Program Term, AVEO shall work exclusively (even as to AVEO itself) with MERCK in efforts to use the Collaboration Models in connection with the MERCK Compounds, including Prognostic Signatures relating to the MERCK Compounds.

Exclusive Efforts. During the term of this Agreement and for two (2) years after the termination of this Agreement, Licensee shall not manufacture, distribute or sell, directly or indirectly (whether for its own account or as agent for any other party), within the Area, any products bearing a competitive Licensed ▇▇▇▇ in the household cleaning category or other trademark in the household cleaning category other than a ▇▇▇▇ owned by Licensee, to the Licensed Products contemplated by this Agreement.

Exclusive Efforts. Except as provided in Sections 2.13 and 3.1.1, during the Technology Collaboration Term, ALNYLAM and RIBOPHARMA and their Affiliates shall not enter into any agreement with a Third Party to develop RNAi Technology for use in in vitro and/or in vivo target identification and/or target validation; provided, however, that ALNYLAM and RIBOPHARMA and their Affiliates may enter into a collaboration with a Third Party, the primary purpose of which is the development of therapeutic products using RNA interference and, if RNAi Technology is developed therein for use in in vitro and/or in vivo target identification and/or target validation, then it may only be developed in the course of developing such therapeutic products. Notwithstanding the foregoing, each of ALNYLAM and RIBOPHARMA and their wholly-owned subsidiaries may, in its sole discretion, grant non-exclusive licenses under the ▇▇▇▇▇▇ Patents for the purpose of in vitro and/or in vivo target identification and/or target validation solely to Third Parties: (i) with whom neither ALNYLAM nor RIBOPHARMA nor any of their Affiliates has a collaboration or strategic alliance agreement, or (ii) with whom ALNYLAM or RIBOPHARMA or any of their Affiliates has a collaboration or strategic alliance agreement, which has as its primary purpose the development of therapeutic products using RNA interference and, if RNAi Technology is developed therein for use in in vitro and/or in vivo target identification and/or target validation, then it may only be developed in the course of developing such therapeutic products, or (iii) with whom ALNYLAM or RIBOPHARMA or any of their Affiliates has a collaboration or strategic alliance agreement which does not have in vitro and/or in vivo target identification and/or target validation as a purpose.