Exclusivity; Non-Compete Sample Clauses
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Exclusivity; Non-Compete. 3.1 The Parties acknowledge and agree that the obligation to collaborate on an exclusive basis, to the extent set forth herein, is limited to Eligible Projects; provided, however, that:
(a) In the event a Secondary Bidding Party competes with the Primary Bidding Party with respect to an Eligible Project for any reason, whether such competition is permitted under or in breach of this Agreement, then upon the Primary Bidding Party’s election, the country in which such Eligible Project is located shall not thereafter be considered an Eligible Country (i) for any Complementary Services Procurement Process conducted in such country, regardless of whether such procurement process is in progress as of, or commences after, the first date of such competition between the Parties, and (ii) for the purposes of Section 3.4;
(b) In the event (i) a Party has an obligation under Section 3.4 not to compete in a given country with the other Party in the provision of Complementary Services and (ii) that the non-compete obligation is found to be invalid or unenforceable by the applicable governing authority of such country, such jurisdiction shall not thereafter be considered an Eligible Country with respect to either Party (A) for any Complementary Services Procurement Process conducted by either Party in such jurisdiction, regardless of whether such procurement process is in progress as of, or commences after, the first date of such competition between the Parties, and (B) the provisions of Sections 3.4 (a), (b) and (c) shall not apply to either Party;
(c) In the event a Primary Bidding Party is not obligated to solicit bids from the other Party as a Secondary Bidding Party under this Agreement (as set out in Section 1.4) with respect to an Eligible Project, the Primary Bidding Party may proceed with respect to such Eligible Project, but the Secondary Bidding Party shall not proceed with respect to such Eligible Project;
(d) In the event a Party notifies the other that the notifying Party does not intend to proceed with respect to an Eligible Project (as set out in Section 1.5), the Party so notified may proceed with respect to such Eligible Project but the notifying Party shall not proceed with respect to such Eligible Project; and
(e) In the event a Primary Bidding Party is in breach of its obligations set forth in Section 1 with respect to such Eligible Project, the other Party may proceed with respect to such Eligible Project to the extent permitted under Section 3.4, w...
Exclusivity; Non-Compete. Gilat agrees that StarBand, directly and/or indirectly through its subsidiaries, has exclusive rights to sell and offer the Gilat Products & Services (as defined hereinafter) in connection with the Business in the Territory and to develop and operate the Business in the Territory. Notwithstanding the December 31, 2001 -- FINAL Note: Information in this document marked with "[*]" has been omitted and filed separately with the U.S. Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Exclusivity; Non-Compete. (a) Viela hereby covenants that other than as expressly permitted under this Agreement with respect to the Licensed Products, it shall not (and shall cause its Affiliates not to), during the Term, (i) Develop, obtain Regulatory Approval for, Manufacture, import or Commercialize any Licensed Product in the Territory, either on its own, with or through any Affiliate, or in collaboration with a Third Party, or (ii) cause any Affiliate, related party, or Third Party to Develop, obtain Regulatory Approval for, Manufacture, import or Commercialize any Licensed Product in the Territory.
(b) Hansoh hereby covenants that other than as expressly permitted under this Agreement with respect to the Licensed Products, it shall not (and shall cause its Affiliates not to), for itself or for any Third Party, provide any services to or undertake any services on behalf of, or Develop, obtain Regulatory Approval for, Manufacture, or Commercialize, in each following case in the Territory (or intended for sale in the Territory), without Viela’s written approval [***]. Any non-compete obligations of Hansoh with respect to any pharmaceutical products for any Viela LCM indication will be discussed by both Parties in good faith once a Hansoh Opt-In occurs for the Licensed Product for such Viela LCM Indication.
Exclusivity; Non-Compete. During the collaboration, neither Parties nor its affiliates will work on the development of or commercialize in the Territory any products containing Maitake Mushroom as the sole active ingredient or in combination with one or more other active ingredients other than with respect to any other product or usage for which the same parties have previously agreed or will agree to work on together or without a specific mutually agreed to written plan for depression indication.
Exclusivity; Non-Compete. During the collaboration, neither Parties or its affiliates will work on development of or commercialize in Territory any products containing Vitargus had developed medical use.
Exclusivity; Non-Compete. During the [**], neither Lexicon nor any of its Affiliates shall, itself or through, with or on behalf of any Third Party, commercialize anywhere in the Licensed Territory (except any country or countries with respect to which Ipsen has terminated this Agreement pursuant to Section 12.5) Licensed Products for use in the Field, other than pursuant to this Agreement. Until [**], neither Party nor any of its Affiliates (other than Third Party Acquirers and their Affiliates, which shall not be so restricted) shall, itself or through, with or on behalf of any Third Party, commercialize in such country (except any country or countries with respect to which Ipsen has terminated this Agreement pursuant to Section 12.5) (a) any [**], including, but not limited to, [**] for use in the [**] or (b) any [**], whether or not a [**], for use (i) in the [**] or (ii) for any other [**], in each case other than pursuant to this Agreement.
Exclusivity; Non-Compete. (a) From the Effective Date until […***…], and subject to the terms of this Agreement, neither Galapagos, Gilead nor any of their respective Affiliates shall […***…], outside of the Collaboration conduct any […***…], including without limitation, […***…]. Notwithstanding the foregoing, Gilead (or Galapagos, as specifically requested by Gilead) may […***…], in all cases that are intended to support the Exploitation of Licensed Products or Gilead Combination Products.
(b) From the Effective Date until the […***…], and subject to the terms of this Agreement, neither Galapagos, Gilead nor any of their respective Affiliates shall […***…], outside of the Collaboration conduct any […***…]. For the avoidance of doubt, nothing in this Section 7.6, shall restrict either Party from conducting any […***…].
(c) Notwithstanding anything to the contrary, the Parties hereby agree and acknowledge that during […***…], subject to this Section 7.6(c), Galapagos and its Affiliates shall have the right to conduct […***…] with respect to Galapagos’ […***…], provided that (i) Galapagos shall not offer any Third Party rights in […***…] prior to […***…] (or enter into a negotiation therewith for any such rights), and (ii) if, at any time after the […***…] (the “ROFN Term”), Galapagos or any Affiliate intends to license any development or commercialization rights to […***…] to any Third Party to permit such Third Party to develop or commercialize […***…], then prior to negotiating with any Third Party for such rights, Galapagos shall first notify Gilead of its intent, provide to Gilead a copy of any available data with respect to such development of […***…] (the “Data Package”), and shall negotiate in good faith with Gilead for a period commencing upon the date Gilead receives the Data Package from Galapagos and expiring […***…] days thereafter (the “ROFN Negotiation Period”) with respect to mutually agreeable commercially reasonable terms for the acquisition by Gilead, by license or otherwise, of the right to develop or commercialize […***…]. All information provided by Galapagos to Gilead pursuant to this Section 7.6(c) shall constitute Galapagos’ Confidential Information. If Gilead does not elect to initiate negotiations during the ROFN Negotiation Period, the Parties do not enter into a written agreement within the ROFN Negotiation Period, or the ROFN Term expires, whichever is first, Galapagos shall be free to negotiate with a Third Party to permit such Third Party to develop o...
Exclusivity; Non-Compete. During the Term, Licensee shall not, [***]. The foregoing non-compete restrictions shall not be applicable to [***].
Exclusivity; Non-Compete. During the Term of this Agreement Republic agrees that, at all times during the Term, the Republic Token shall not be listed or otherwise traded on any platform or exchange other than the Platforms or any other platform owned by Republic.
Exclusivity; Non-Compete. During the Term and (except in the case of the Executive’s death, permanent disability, or termination by the Company without Cause) the Restricted Period, the Executive shall not provide services or assistance to, or have any ownership or other financial interest in, any enterprise engaged in any activity competitive with any then current or contemplated (and known to Executive at the time of such termination) technology or products of the Company.