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 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 [**], 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 […***…]. Notwithstanding the foregoing, (i) Gilead or its Affiliates (or Galapagos or its Affiliates, as specifically requested by Gilead in accordance with this Agreement) may […***…] in all cases that are intended to support the Exploitation of Licensed Products or Gilead Combination Products; and (ii) Gilead and its Affiliates may […***…].
(b) If, during the period from the Effective Date until […***…], Galapagos, Gilead or any of their respective Affiliates (the “7.6 Acquiring Party”) acquires or otherwise obtains […***…] (an “7.6 Acquired Product”) as the result of any license or acquisition from, or merger, acquisition, reorganization, consolidation or combination with, or of, a Third Party or change of control of such Party or any other transaction (each, an “7.6 Acquisition Transaction”, and the Third Party involved in such transaction, the “7.6 Acquisition Third Party”) and, on the date of the completion of such 7.6 Acquisition Transaction, such Third Party or its Affiliates are […***…] that, if done by such Party, would violate the restrictions on such Party in Section 7.6(a), then the 7.6 Acquiring Party or such Affiliate will, within […***…] days after the closing of such 7.6 Acquisition Transaction provide written notice to the other Party that the 7.6 Acquiring Party or such Affiliate has acquired the 7.6 Acquired Product and whether the 7.6 Acquiring Party elects to (A) divest its rights to such 7.6 Acquired Product to the extent violative of Section 7.6(a), (B) cease such […***…] of such 7.6 Acquired Product to the extent violative of Section 7.6(a) or (C) include such 7.6 Acquired Product […***…] as if it were a “Licensed Product” for all purposes of this Agreement (provided that, in the case of Galapagos as the 7.6 Acquiring Party, Galapagos shall not have the right to make the election described in this clause (C) without the written agreement of Gilead). If the 7.6 Acquiring Party provides notice as described in clause (A) of the preceding sentence, the 7.6 Acquiring Party and its Affiliates, if applicable, will use […***…] to divest such rights to such 7.6 Acquired Product within […***…] after provision of such notice, and if the 7.6 Acquiring Party provides notice as described in clause (B) of the preceding sentence, the 7.6 Acqu...
Exclusivity; Non-Compete. The Receiving Party hereby agree that during the period between the date hereof and the earliest to occur of (a) the date upon which a definitive written agreement with respect to the Transaction is executed and delivered by the Disclosing Party and the Receiving Party or their respective designees and (b) the date which is five (5) years from the date hereof, the Receiving Party shall not initiate or continue discussions with any other party with respect to either Transaction or the Property. During the five year period immediately following the date of this Agreement, the Receiving Party hereby agree that none of them shall not directly or indirectly approach the owner of the Property, or cause any another person to approach the owner of the Property on their behalf, in an effort to (i) purchase or otherwise acquire an any interest whatsoever in the Property whether for themselves or for another party or (ii) to interfere with or prevent the Disclosing Party or its designee from acquiring the Property.
Exclusivity; Non-Compete. During the Term, Licensee shall not, [***]. The foregoing non-compete restrictions shall not be applicable to [***].
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.
