Exclusivity Obligations Clause Samples

Exclusivity Obligations. During the Term, unless otherwise agreed in writing by the Parties, Hapbee agrees that it will not acquire, develop, manufacture, sell, lease, rent, import, distribute, or otherwise Commercialize in the Territory any product for use in the Field other than the Authorized Product, either by itself or through any Third Party. In furtherance of the license and exclusivity grant to Hapbee herein, EMulate covenants that during the Term it will not grant rights to any Third Party to use the Cognate in the Field in the Territory or acquire, develop, manufacture, sell, lease, rent, import, distribute, or otherwise Commercialize the Authorized Product in the Territory in the Field.

Exclusivity Obligations. Except as otherwise provided in this Agreement, during the term of this Agreement, the Parties will work exclusively with each other in all activities pursuant to a JRB-approved NPCD — Feasibility, Development, submissions of Regulatory Filings, manufacturing, and Commercialization activities in the Exclusive Areas and with respect to the Alliance Products. In accordance with the terms of this Agreement, each Party (a) will use its experience and will exert commercially reasonable efforts to maximize sales of and profits from Alliance Products, (b) will share relevant information with respect to the Exclusive Areas; provided, however, that a Party will have no obligation, unless required by law, to share information about a product or service in the Exclusive Areas that such Party does not intend to Commercialize before termination or expiration of this Agreement pursuant to Section [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. 17.1 or 17.6, and (c) will not exchange information, discuss any collaboration or work with a Third Party which is a Commercial Entity regarding products or services in the Exclusive Areas or regarding Alliance Products unless, prior to such exchange, discussion or activity, the Party has given notice to the other Party of termination pursuant to Section 17.6. The prohibition of Section 2.1(c) will not apply to [***] unless they are Alliance Products or [***] that solely perform [***].

Exclusivity Obligations. The Consultant agrees that it will not provide the Services (or any similar services) to any other person in Australia:

Exclusivity Obligations. If this Agreement expires or terminates in its entirety, the obligations under Section 2.5 shall terminate in its entirety. For the avoidance of doubt, as long as one Project is ongoing under this Agreement, Section 2.5 remains in full force and effect; provided that, with respect to each Project that is terminated, C4T shall be relieved from the exclusivity obligation under Section 2.5 solely for purposes of pursuing the Terminated Collaboration Target that is the subject of such terminated Project and Products and Competing Products Directed To such Terminated Collaboration Target. Except as otherwise set forth herein, the exclusivity obligation under Section 2.5 shall remain fully in force and effect during the Term in accordance with its terms, unless otherwise agreed by the Parties in writing. For further clarity, the obligations under 2.5.1 through 2.5.3 shall never apply to MKDG in a reversion scenario and 2.5.4 shall instead continue to apply to MKDG, even if C4T is pursuing any Collaboration Target in accordance with Article 12 and this Agreement.

Exclusivity Obligations. From the Celgene Lead Effective Date until the end of the Term, each of the Parties, on behalf of itself and its Affiliates, hereby covenants and agrees that, subject to Section 9.4, neither such Party nor its Affiliates shall, directly or indirectly, alone or with any Third Party: (i) alone or with or for any Third Party, (x) research (including screen) in the Field any Biologic (which, in the case of an Antibody, has one or more of the same CDR sequences of either any Collaboration Candidate hereunder or the Co-Co Candidate Specifically Directed to the Co-Co Target) or (y) research (including screen), Develop, Manufacture or Commercialize any Biologic that is an [Immune Activator/Immune Suppressor] [select the applicable one before signing] in the Field and that is Specifically Directed to the Co-Co Target, other than in performance of activities under this Celgene Lead Co-Co Agreement; except for (x) Co-Co Products (including those activities specifically permitted following termination of this Celgene Lead Co-Co Agreement) and (y) Programs (as defined in the Master Collaboration Agreement) directed to the Co-Co Target (A) that are being conducted pursuant to the Master Collaboration Agreement, (B) to which Celgene has exercised its Option (as defined in the Master Collaboration Agreement) under the Master Collaboration Agreement or (C) the rights to which have reverted to Jounce in accordance with the terms of the Master Collaboration Agreement; (ii) grant a license or sublicense to research (including screen), Develop, Manufacture or Commercialize any Biologic in the Field or pharmaceutical product in the Field, in each case described in clause (i) above as Specifically Directed to the Co-Co Target, as part of a Third Party Transaction; or (iii) except as expressly permitted under Section 9.4, transfer, assign, convey or otherwise sell any Biologic or pharmaceutical product described in clause (i) above. The restrictions described in this Section 6.9.1 shall not apply to PD-1.

Exclusivity Obligations. From the Effective Date until the end of the Term, each of the Parties covenants and agrees, solely on behalf of itself and its respective Affiliates, that it shall not (except as otherwise expressly permitted in this Section 8.6 or in performance of activities under the Master Agreement, any CCB Program MTA or any other Development & Commercialization Agreement): (i) alone or with or for any Third Party, Develop as part of any Clinical Trial (such activity, “Clinically Develop”), Manufacture for Clinical Development or Commercialization (“Enabling Manufacturing”) or Commercialize (A) the Co-Co Candidate, (B) any molecule in the Field that is Directed against the Co-Co Target or (C) any pharmaceutical product (including any Diagnostic Product) in the Field that constitutes, incorporates, comprises or contains any molecule that is Directed against the Co-Co Target, or (ii) license, authorize, appoint or otherwise willfully or intentionally enable, whether directly or indirectly, a Third Party to conduct any of the activities described in clause (i).

Exclusivity Obligations. [[Parties to include in execution version solely where the Licensed Target under this Agreement is not Cereblon] [Parties to include in execution version solely where the Licensed Target under this Agreement is Cereblon]

Exclusivity Obligations of the Magazine Agreement is hereby deleted and replaced with the following: iVillage hereby agrees that during the term of this Agreement it will not, without the prior written consent of Hearst, (a) enter into any agreement to include as part of the Network any magazine site (meaning a U.S. edition of a web site that is maintained as an on-line adjunct to a magazine or associated with the magazine of a third party), if such magazine site may reasonably be construed to be competitive with any of the Magazines or Magazine Sites or if such third party magazine site is branded throughout by the branding of a magazine that may reasonably be construed as competitive to the Magazines; (b) display on the Magazine Sites advertising or other promotional materials from magazines of third parties that may reasonably be construed to be competitive with any of the Magazines; or (c) display on the same web page of the iVillage Network the brands, logo, Marks or Proprietary Content of any of the Magazines with the brands, logo or Content of any magazine that may reasonably be construed to be competitive with any of the Magazines, in such a way that it appears that the brands, logos, Marks or Proprietary Content of any Magazine are co-branded or otherwise affiliated with the brands or logos or Content of any such competitive magazines. Subject to the restrictions set forth in subparts (a)-(c), above, nothing herein shall be construed to limit iVillage from (d) creating and distributing its own email newsletters and print publications branded with marks owned or licensed by iVillage; (e) accepting paid or barter advertising or sponsorship from a competitive Magazine (provided with respect to sponsorship opportunities either currently existing or developed during the Term received from competitors of the Magazines or Magazine sites, iVillage shall use reasonably diligent efforts to offer Hearst a period of five business days to match such offer, and with respect to sponsorship opportunities that iVillage seeks to develop during the term on areas of the Network containing Content suitable for sponsorship by the Magazines or their advertisers, iVillage will use reasonably diligent efforts to offer Hearst a right of first negotiation for a period of five business days to acquire such sponsorship rights on mutually acceptable terms); (f) obtaining content for integration within the iVillage Network from third parties including print publications from non- Hearst related public...

Exclusivity Obligations. Subject to Sections 2.4(b) and 2.4(c), except for activities conducted pursuant to and in accordance with this Agreement, (i) neither Legend nor its Affiliates shall, whether by itself or with or through any of its Affiliates or any Third Party (including any Sublicensee), conduct, (A) any Clinical Trials or Commercialization activities for any Autologous Competing Product for any indication in the Territory during the Exclusivity Period or (B) any [***] (including Clinical Trials but excluding [***]) for any In Vivo Competing product for any indication in the Territory during [***] at any time prior to [***]; and (ii) neither Novartis nor its Affiliates shall, whether by itself or with or through any of its Affiliates or any Third Party (including any Sublicensee), conduct, (A) any Commercialization activities for any Competing Product for any indication in the Territory during the Exclusivity Period or (B) any (1) Clinical Trial for any Competing Product for any indication in the Territory during [***] at any time prior to [***] or (2) [***] during [***] at any time prior to [***].