Exclusivity Commitment Clause Samples

An Exclusivity Commitment clause establishes that one or both parties agree not to engage in negotiations or enter into similar agreements with third parties for a specified period. Typically, this clause applies during negotiations for mergers, acquisitions, or partnerships, where one party wants assurance that the other will not seek or accept competing offers. Its core practical function is to protect the investing or negotiating party’s interests by preventing distractions or competition, thereby fostering trust and focus during sensitive deal-making processes.
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Exclusivity Commitment. During the Term, Capital shall not, either by itself or through a Third Party, conduct human clinical trials of, or sell, offer for sale or have sold any Competing Product.
Exclusivity Commitment. During the Exclusivity Period (as defined below), neither Party nor any of its Affiliates (other than (i) an Affiliate that controls such Party or (ii) any Affiliates of such Affiliate that controls such Party and that are not controlled by such Party) shall engage in any research or drug development activities, either for their own benefit or with, for the benefit of or sponsored by any Third Party, with respect to a product in the Primary Field whose activity is based upon modulation of a Target; provided, however, that nothing in this Section 2.8 shall preclude a Party from developing and commercializing Clinical Compounds and Products based thereon as contemplated by this Agreement or preclude ICAgen from developing and commercializing anywhere in the world compounds in the Field whose activities are based upon the modulation of Targets to which rights have reverted to ICAgen under Section 2.4(b) or from developing and commercializing anywhere in the world Advanced Lead Compounds, Selected Hit Compounds, Pre-Lead Compounds and Products based thereon in the Field as contemplated under Section 3.5(c).
Exclusivity Commitment. During the Term, Affirm will be the exclusive provider of the Financial Product (or any substantially similar financial product) and the Program (or any substantially similar program) in all Territories where the Parties have entered into a Territory Program Agreement (the “Exclusivity Commitment”).
Exclusivity Commitment. Until one (1) year after the first post-Marketing Approval sale of Licensed Product in the Aveo Territory, Aveo and its Owned Affiliates shall not in the Aveo Territory (a) seek Marketing Approval for, or in any way commercialize, any Competing Product, or (b) develop in any Phase III Trial or other Pivotal Clinical Trial, or in any human clinical trial that is (at the time) as advanced as or more advanced than the then-most-advanced human clinical trial of Licensed Product by Aveo and its Affiliates, any Competing Product. As used in this Section 4.7, “Owned Affiliate” means any person, corporation, joint venture or business entity (x) as to which Aveo is the beneficial owner of at least fifty percent (50%) of the voting share capital, and/or (y) that Aveo has the ability to control the policies of (or to control the hiring and firing of the management who determine the policies of) through a voting agreement or other contract.
Exclusivity Commitment. During the Term, GSK and its Affiliates shall not, in the GSK Territory [ * ], except where such product [ * ] the Licensed Product, and shall not license a Third Party (or grant a covenant not to ▇▇▇ relating to or otherwise actively permit a Third Party) to take any of the foregoing actions during the Term. During the [ * ] GSK shall not itself or through any Affiliate or Permitted Sublicensee [ * ] in the GSK Territory any [ * ] that is [ * ] therefor is [ * ]