EXCLUSIVITY AND NON-COMPETE. 12.1 During the Term, Dermira undertakes to UCB that it shall not, and it shall ensure that each of its Affiliates shall not, whether alone or in collaboration with a Third Party:
(a) undertake activities or actions outside those contemplated by this Agreement with respect to the clinical development or Commercialisation of a pharmaceutical product which is a Competing Product; or
(b) file an application with any Regulatory Authority in the Territory seeking Regulatory Approval for any pharmaceutical product which is a Competing Product; or
(c) promote a Competing Product to any Dermatologist in the Promotion Territory.
12.2 During the Term, UCB undertakes to Dermira that it shall not, and it shall ensure that each of its Affiliates shall not, whether alone or in collaboration with a Third Party:
(a) undertake activities or actions outside those contemplated by this Agreement with respect to the clinical development or Commercialisation of a pharmaceutical product which is a Competing Product for the Promotion Indication or the Development Indication in the Promotion Territory; or
(b) file an application with any Regulatory Authority in the Promotion Territory seeking Regulatory Approval for any pharmaceutical product which is a Competing Product for the Promotion Indication or the Development Indication in the Promotion Territory; or
(c) promote a Competing Product to any Dermatologist in the Promotion Territory.
12.3 If, during the Term, Dermira acquires or is acquired by, a Third Party that is clinically Developing or Commercialising a Competing Product, Dermira shall, notwithstanding the terms of Section 12.1, not be deemed to be in breach of Section 12.1 provided that Dermira either (i) within [*] of such acquisition, ceases clinically Developing or Commercialising such Competing Product; or (ii) Divests such Competing Product within [*] of the close of such transaction. If neither of the events referred to in sub-Sections (i) and (ii) above occur, UCB may terminate this Agreement in accordance with Section 20.6(c); provided that if UCB does not exercise such termination right, Dermira will not be deemed to be in breach of Section 12.1.
12.4 If, during the Term, UCB acquires or is acquired by, a Third Party on that is clinically Developing or Commercialising a Competing Product (a) targeting Dermatologists in the Promotion Indication or (b) in the Development Indication, in each case (a) and (b) in the Promotion Territory, either alone or with a Third...
EXCLUSIVITY AND NON-COMPETE. 5.1 EZN shall not, and shall ensure that its Affiliates do not, directly or indirectly, manufacture Final Product for any person or entity for sale in the Territory other than MIPI or its licensee. MIPI shall not, and shall ensure that its Affiliates and licensees do not, directly or indirectly, manufacture Final Product destined for sale in the Territory.
5.2 MIPI shall exclusively order from EZN all of MIPI’s, its Affiliates’ and licensees’ Kit, Set and Final Product destined for the Clinical Trials, Compassionate Use and Commercial Supply in the Territory.
5.3 During the term of this Agreement and for a period of two (2) years following the termination or expiration of this Agreement, EZN shall not manufacture and/or sell Final Product or radio-labelled therapeutic somatostatin analogs with a somatostatin subtype receptor binding behaviour similar to Final Product. For the avoidance of doubt, diagnostic somatostatin analogs as well as radionuclides either in chemical or pharm-grade form, and radiochemical and radiopharmaceutical synthesis, labelling and dispensing technology devices, are not subject of this Non-compete irrespective of their final use with the end user.
5.4 It is agreed between the Parties that in case of termination of this Agreement in accordance with Article 3.2 of this Agreement, the Non-compete term is considered to start on the fifth anniversary of the Effective Date irrespective any manufacturing and/or supply of Kit, Set or Final Product extending the fifth anniversary of the Effective Date according to Article 3.
5.5 In the event that MIPI or MIPI licensee decide to withdraw from the manufacture, marketing and distribution of Final Product for whatever reason, EZN’s obligation to non-compete shall cease.
EXCLUSIVITY AND NON-COMPETE a) During your employment with us, you shall not work for nor have any affiliations of whatever nature with any other firm, corporation, or entity
b) During the term of your employment with us, and for a period of twelve months subsequent to the termination of your employment with us, you shall not, without our prior written consent, solicit, attempt to solicit, or communicate in any way, with our employees, customers or suppliers, for the purposes of having such employees, customers or suppliers retained or engaged by another person, firm, corporation, or other entity.
EXCLUSIVITY AND NON-COMPETE. 4.1 During the Term of the Supply Agreement, MIP is excluded from entering into any other supply agreements with other third parties for ****** therapeutic products that are similar to the Compound or Product within the defined Territory (Exhibit F). * Confidential Treatment Requested *
4.2 During the Term of the Supply Agreement, BIOMEDICA is precluded from distributing any product similar to the Compound or Product in the Territory (Exhibit F), specifically products that are targeted to ****** using a ****** targeting molecule attached to a radionuclide.
EXCLUSIVITY AND NON-COMPETE. The Manager is expending significant time and effort, utilizing its proprietary and confidential marketing and distribution channels to promote the Rochdale International Trade Fixed Income Fund (“RITFI”). GML acknowledges and agrees that the Manager’s value in bringing RITFI to independent broker dealer network and other high net worth client marketing channels represents a confidential and valuable asset to the Manager. GML also agrees that in its efforts in performing its duties hereunder, it will acquire and be introduced to contacts (including clients, broker dealers, and other competitive business channels and networks) and confidential material that are unique and proprietary to the Manager. Accordingly, GML and the Manager agree that for the duration of this agreement and for a period of two (2) years after its termination; (i) GML will not solicit, or enter into any relationship with, either directly or indirectly, for any purpose or service, any party the Manager has a relationship with through its various distribution channels; and, (ii) GML agrees that it will not act as advisor, subadvisor or have any affiliation to any product or service that is offered to or used by any party the Manager has a relationship with through its various distribution channels. The Manager’s distribution channel relationships are defined as any firm that has entered into an agreement with the Manager for any services or products the Manager offers. For the avoidance of doubt, the Manager agrees that this restriction excludes, (i) all of the investment products and the advisory or subadvisory arrangements or investor relationships that GML has in place or will contemplate or enter into with Federated Investors, Inc., Federated Investment Management Company or any of its affiliates; and (ii) existing GML branded products or US based investor relationships that are not principally focused as is the RITFI upon trade finance related securities. In addition, GML agrees to immediately upon termination of this agreement, to surrender to the Manager all customers, client, broker dealer or other such distribution lists and documents, whether original, duplicated, computerized, handwritten or in any other form, in their possession which relates to, or provided by, the Manager except where such records may be required for reason of statutory, regulatory or fiscal requirement. GML acknowledges that should it breach this provision, actual or threatened, the Manager will suffer im...
EXCLUSIVITY AND NON-COMPETE. 4.5.1 Prior to the earlier of Closing or termination of this Agreement, FRP shall not, directly or indirectly, market the Company Parcel for sale, ground lease or a contribution and joint venture transaction like that provided for under this Agreement, and shall not solicit or negotiate with any third party for the sale or ground lease of, or a contribution and joint venture transaction like that provided for under this Agreement with respect to, the Company Parcel. The foregoing limitation shall not apply to any portion of the Site other than the Company Parcel, provided that, unless otherwise approved in advance by MRP, in writing, any transfer of any portion of the Site other than the Company Parcel prior to Closing shall be subject to all terms of the PUD Modification as then pending before the Zoning Commission, and to the terms of the REA (or if the form of REA has not yet been agreed to in accordance with Section 3.2, subject to the REA to be negotiated by FRP and MRP in accordance with Section 3.2).
4.5.2 Prior to the earlier of Closing or termination of this Agreement, neither MRP nor any Person which is Controlled by the MRP Principals or in which the MRP Principals have, directly or indirectly, more than a one percent (1%) beneficial interest, shall acquire, lease or develop, or provide leasing or development services as a direct or indirect owner or co-owner, or on a fee for services basis, for or with respect to any real estate of which the principal use is (or planned to be) multifamily rental in the Ballpark District; provided that the foregoing shall not prohibit MRP or such other Person from acquiring, leasing or managing a multifamily rental building in which at least ninety percent (90%) of the individual units have previously been leased to, or occupied by, third party tenants.
4.5.3 Prior to the earlier of Closing or termination of this Agreement (or March 1, 2016 if Closing shall not have previously occurred), neither FRP nor any FRP Affiliate shall commence construction on Phase 2 of the approved PUD Modification (as defined therein) for the principal use of multifamily rental.
EXCLUSIVITY AND NON-COMPETE. In an exclusivity agreement, the LL agrees to grant the tenant the exclusive right to partake in a particular kind of activity or sell a particular kind of product.
EXCLUSIVITY AND NON-COMPETE. 8.3.1 The Parties agree to work on a non-exclusive basis, meaning that both Satcon and Perfect Galaxy may work with other contract manufacturers or customers without restrictions. Notwithstanding the foregoing, during the term of this Agreement, Perfect Galaxy and its Affiliates shall not engage or participate in the design, development, manufacture, contract manufacture, marketing or sale of any photovoltaic inverters manufactured for Satcon for or to any Satcon competitors as detailed and updated from time to time in Satcon’s public filings with the US Securities and Exchange Commission.
8.3.2 During the Term and for a period of two (2) years thereafter, unless otherwise expressly provided for herein, neither Perfect Galaxy nor any of its Affiliates may directly or indirectly engage, in any business which involves the product categories and related services described in the Paragraph immediately below (the “Restricted Business”), including without limitation design, development, utilizing, manufacturing, marketing, sales or distribution of any products within the scope of the Restricted Business. Restricted Business: photovoltaic inverters including subassemblies that Perfect Galaxy manufactures for and supplies to Satcon under this Agreement from time to time. Notwithstanding anything herein to the contrary, if Satcon terminates this Agreement without cause pursuant to Section 10.3.1(a) herein, this Section 8.3 shall be modified to allow Perfect Galaxy to engage in photovoltaic inverter contract manufacturing activities twelve (12) months after the effective date of such termination.
EXCLUSIVITY AND NON-COMPETE. 8.1 This Agreement is executed on an exclusive basis. The scope of such exclusivity (regarding the Products and the Territories) is stated in Schedule 1.
8.2 The exclusivity shall operate as follows:
(a) The Supplier agrees to serve the Products within the Territories as stated in Schedule 1, solely to the Distributor and agrees not to sell the Products directly in such Territories to users or appoint any other distributors.
(b) The Distributor shall use and market the Products under the Trademarks in the Territories.
(c) The Distributor shall not use and market the Products, under other trademarks, or in other territories different from the Territories stated for each particular Product in Schedule 1.
(d) The Distributor shall require the Supplier’s express written consent to operate through agents, sub-distributors or otherwise. If the Distributor appoints an agent or sub-distributor, the agent or sub-distributor shall be obligated to comply with the terms hereof, and Distributor shall be liable for their management and acts.
8.3 The Distributor shall acquire the Products only from the Supplier and shall not be provided (directly or indirectly, through agents, distributors or otherwise) with the Products or products of the same type by third parties, without the prior written consent of the Supplier or as otherwise permitted under this Agreement.
EXCLUSIVITY AND NON-COMPETE. 6.1.1 Subject to the terms and conditions of this Agreement, Supplier appoints Distributor, and Distributor accepts such appointment and agrees to act as Supplier’s exclusive distributor of Suppliers Products. Xxxxxxxx’s appointment of Distributor is an exclusive appointment to distribute the Products. Supplier shall not, solicit, make sales, of the Products or appoint additional distributors for the Products.
