Exclusivity Exceptions. (a) Abbott may sell Exclusive Products to Third Parties outside the Territory; provided, that Abbott will use commercially reasonable efforts to ensure that such Exclusive Products are not resold or distributed in the Territory.
(b) Abbott may supply Exclusive Products to the academic collaborators identified in Exhibit B in quantities sufficient for the collaborators’ research and development purposes. In addition, Abbott may supply the identified academic collaborators, in the aggregate, with quantities of Exclusive Products sufficient to perform no more than one thousand two hundred (1,200) patient tests per Calendar Year (increasing six percent (6%) per Calendar Year).
Exclusivity Exceptions. Sponsor agrees that the exclusivity described in Section 4.1 is limited as follows:
(i) This Agreement is based on the understanding that [***] are [***] to [***] to [***] or [***] in the [***], and not [***] for which [***] or [***] of the [***] or may have [***] to [***] or [***], including [***] in such [***].
(ii) [***] that its [***] does not apply to and [***] not be [***] from, [***] of [***] or [***] in the [***] (other than those of Sponsor) if [***] by the [***] or [***] of a [***] by a [***], or other [***]. The exception in this Section 4.2(ii) shall not apply to the Exclusive Beverage Availability Right.
(iii) [***] that its [***] does not apply to, and [***] not be [***] for [***] or [***] in the [***] which are [***] by a [***], even if such [***] or its [***] are within the [***] and understands that [***] or [***] of such [***] may require [***] of [***] (which shall be limited to the [***] by the [***] and [***] as part of its [***] of the [***] or [***] or other [***] (e.g., a [***] of the [***] by the [***] or the [***] or [***] or other [***] to the [***] for the event) other than those of Sponsor which are within the Exclusive Category, and/or removal or other obstruction of [***] or other [***]. The exception in this Section 4.2(iii) shall not apply to the Exclusive Beverage Availability Right.
(iv) [***] that [***] the [***] may [***] the [***] as [***] for [***]. Such [***] shall include, by way of example and without limitation, a [***] or [***], or a [***]. Moreover, [***] that such [***] may [***] in the [***], for [***] of [***] and in conjunction with such [***]. Such [***] may include [***] of [***] of [***] in the [***]. In such case, [***] not [***]. The exception in this Section 4.2(iv) shall not apply to the Exclusive Beverage Availability Right. ***Certain portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.
(v) [***] its [***] not [***] to, and [***] and [***] not be [***] within the [***] of the [***], so long as such [***] and the [***] of such [***] (by way of example but not limitation, in a [***] by [***] of the [***] do not [***] or [***] of any of the [***] or [***] or suggest any [***] by or [***] with [***] or [***].
(vi) [***] its [***] apply to, and [***] and [***] (but in the case of [***] such acknowledgement applies solely with respect to [***] ...
Exclusivity Exceptions. Unless otherwise excluded by the terms of the Core Services Addendum or other Addendum, the parties agree that Vendor shall be the exclusive provider to Customer and each of its depository institution affiliates of the Services described in the Core Services Addendum and any other Addenda to this Agreement (except as specifically set forth in such Addenda). Vendor and Customer agree to work together to manage the Optional Services and Obsolete Services (each defined below) utilized by Customer under this Agreement ****. In the event Customer desires to discontinue or internally process an Optional Service or discontinue an Obsolete Service, Vendor may require **** because of the discontinued Optional Service or Obsolete Service. Customer agrees that to the extent it discontinues the use of Obsolete Services ****. “Obsolete Service” means any service that Customer has either replaced with a new service provided by Vendor or would no longer otherwise provide such service due to market or product development obsolescence, which shall not at any time include the Core Services. “Optional Service” shall mean those Services so designated upon the mutual consent of Vendor and Customer. Notwithstanding anything in this paragraph, Vendor agrees that Customer may obtain any Service provided under this Agreement from another provider (or Customer may perform such services for itself) (i) in the event of a Force Majeure Event (as defined below) which prevents Vendor from performing such Service but only for so long as Vendor is so prevented (it being understood that upon the resolution of the Force Majeure Event, Vendor shall promptly recommence being Customer’s exclusive provider of the Services, and Vendor shall reimburse Customer for any documented reasonable out of pocket costs, including any applicable fee, penalty and transition costs, which shall include, but are not limited to, any termination payment with the other service provider in connection with converting back to Vendor); (ii) if Vendor completely fails to perform any such Service; or (iii) with respect to the acquisition of a Future Affiliate (as defined below) or branches or offices thereof, subject to an existing arrangement with another processor with respect to such Services as set forth in (c) below. In the event that the Customer obtains any Service from a party other than Vendor or performs any Service for itself pursuant to the exceptions in this Section 2(b) above, then, in the event that Vendo...
Exclusivity Exceptions. Certain exceptions of Company’s Exclusivity obligation, outlined in section 2.2 of the Agreement.
Exclusivity Exceptions. Notwithstanding anything to the contrary in this Section 1, WW may use de minimus portions of items of WW Content for Comic Con convention promotion purposes only, including publication of such portions on social media sites, You Tube, and the internet, as long as WW does not use a substantial portion of items of WW Content.
Exclusivity Exceptions. The exclusivity set forth above shall not apply to, or be deemed to prohibit, the development and production of Base Oils derived from BioFene or an Alternative Base Oils Technology (including JVCO Products) by or through one or both of the Amyris Entities under the following circumstances [*].
Exclusivity Exceptions. Paragraph (b) above will be suspended, ---------------------- however, with respect to any Product or Exclusive Part at any time when a determination is made that:
(i) the features, functions, quality, and reliability of such Product or Exclusive Part, taken as a whole, are materially inferior to a competitive alternative (and if such circumstances continue for any Product or Exclusive Part for more than 12 months notice thereof from Buyer to Seller, Buyer may terminate its commitments under paragraph (b) with respect to such Product or Exclusive Part);
(ii) the availability (including quantity and timeliness of delivery) of such Product or Exclusive Part from Seller is inadequate to meet the requirements set forth in the most recent forecast delivered at least ninety (90) days prior to such determination by Buyer pursuant to Section 3(a), or Seller is unable to fulfill on schedule any purchase order accepted by Seller prior to such determination;
(iii) such Exclusive Part is available more quickly from another source and speed is important to Buyer's customer; or
(iv) doing so is necessary to comply with a written commitment of EXHIBIT E Buyer made in the ordinary course of business prior to the date of this Agreement. In the event of such a suspension, Buyer may make alternative arrangements for the procurement of such Product or Exclusive Part for the briefest, commercially reasonable period, regardless of whether it extends past the time when the circumstances giving rise to the suspension cease to exist. If Buyer believes that circumstances described in this paragraph (c) exist, it may request an acknowledgement thereof from Seller. If Seller declines to acknowledge within 10 days or denies such circumstances exist, then Buyer may either make its own determination (by notice to Seller), which Seller may dispute pursuant to Section 24, or refer the issue to a neutral person of suitable stature and business experience (the "Neutral") for a determination. The Neutral will be selected as promptly as possible, and in any event within 20 days form the date Seller receives notice from Buyer that it wishes to refer the issue to the Neutral by agreement of the parties or in the absence of agreement, by the Center for Public Resources, Inc. The parties will cooperate to instruct and enable the Neutral to make a determination within 10 days after selection. Either party may dispute the determination of the Neutral pursuant to Section 24, but if the Neutral deter...
Exclusivity Exceptions. Culturecom acknowledges and agrees the license rights granted to Culturecom under Section 2.1 will not be deemed to limit Transmeta from using any technology that comprises the Crusoe Product or from exercising any of the Crusoe IPR (or from granting to a third party the right to use such technology or from granting to a third party a license under any such Crusoe IPR) to design, develop, manufacture, sell, distribute or otherwise exploit any products based on such technology, as long as Transmeta (and such third parties) prohibits and does not during the term of this Agreement manufacture, or permit the manufacture of, any microprocessor product that implements the same or substantially the same native instruction set as the Crusoe Product, except by or through Culturecom or any Authorized Sublicensees. Without limiting the generality of the preceding sentence, Culturecom acknowledges and agrees that (a) Transmeta expressly retains the right to meet (both directly or indirectly through third parties) its existing contractual obligations for the Crusoe product lines, and (b) Transmeta may license, distribute or otherwise provide to third parties components, modules or other portions of technology that comprise the Crusoe Product or the Crusoe IPR without expressly prohibiting their use in a microprocessor product that implements the same or substantially the same native instruction set as the Crusoe Product, so long as such technology or Crusoe IPR represents significantly less than the full microprocessor functionality of the Crusoe Product; both (a) and (b) without liability or obligation to Culturecom of any kind.
Exclusivity Exceptions. Culturecom acknowledges and agrees the license rights granted to Culturecom under Section 3.1 will not be deemed to limit Transmeta from using any technology that comprises the Efficeon Product or from exercising any of the Efficeon IPR (or from granting to a third party the right to use such technology or from granting to a third party a license under any such Efficeon IPR), during the Efficeon Product License Term or thereafter, to design, develop, manufacture, sell, distribute or otherwise exploit any products based on such technology (including, without limitation, the Efficeon Product), as long as Transmeta (and such third parties) prohibits and does not during the Efficeon Product License Term (a) manufacture, or permit the manufacture of any 130nm generation Efficeon Product in China except by Culturecom or any Authorized Sublicensee or (b) distribute and sell, or permit the distribution and sale of, any 130nm generation Efficeon Product to any customers located in China, except by or through Culturecom or any Authorized Sublicensees. Without limiting the generality of the preceding sentence, Culturecom acknowledges and agrees that Transmeta expressly retains the right, during the Efficeon Product License Term or thereafter, to manufacture, distribute and sell (both directly or indirectly through third parties) any 90nm generation Efficeon Product anywhere, including in China, without liability or obligation to Culturecom of any kind.
