Exclusivity Obligations Clause Samples

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. 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. 6.1.1 Application. Subject to Sections 6.1.3 and 6.1.4, from the Effective Date and until *** after the expiration or termination (unless terminated by KineMed pursuant to Section 11.3 or 11.4, in which case such obligation as set forth in this Section 6.1.1. shall end upon the effective date of such termination) of the *** Application R&D Program or the Agreement, whichever is earlier, KineMed shall not conduct any activities with, for, or on behalf of a Third Party in an *** Application. 6.1.2 Application; *** Application. a. Subject to Section 6.1.3, from the date of payment of the applicable Stage 2 Initiation Fee by GSK for an R&D Program in the *** Application or an R&D Program in the *** Application, as applicable, and continuing thereafter until the expiration or termination of the applicable R&D Program or the Agreement, KineMed shall not conduct any activities with, for, or on behalf of a Third Party in a *** Application or in a *** Application, as applicable; subject to the following conditions: i. in the event that KineMed receives an unsolicited request from a Third Party to conduct activities, on a non-exclusive basis and on terms that are not inconsistent with the terms of this Agreement, in a *** Application or in a *** Application, as applicable, during the period of time following payment of the Stage 2 Initiation Fee by GSK for such *** Application or *** Application and until the initiation of the *** for such *** Application R&D Program or *** Application R&D Program hereunder, as applicable, (“Unsolicited Third Party Activities”) KineMed shall have a right to conduct activities for such unsolicited Third Party in a *** Application or in a *** Application, as applicable, provided that KineMed shall not use or disclose any *** in connection with such activities for such unsolicited Third Party. ii. Except as set forth in Section 6.1.3 and provided that GSK elects to initiate Stage 3 activities under a Pharmacological Validation Plan for an R&D Program within *** (***) years after the expiration of the Research Term for such R&D Program, KineMed shall not engage in any new activities (which, for clarity, does not preclude KineMed from conducting any Unsolicited Third Party Activities as expressly allowed under Section 6.1.2(a)(i) ) with any Third Party during the Pharmacological Validation Phase of an R&D Program in the *** Application or the *** Application. EXECUTION COPY Confidential iii. For the avoidance of doubt, general advertisem...

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 Cognates 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. 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 [***].

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 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. Except as provided in this Section 7.6.1(a) and Section 7.6.1(b), during the Exclusivity Term, ARCHEMIX shall not, and shall cause each of its Affiliates to not, either on its own, or with, or for the benefit of, any Third Party, research, develop or commercialize (i) with respect to each Program Target, any aptamer directed and binding to such Program Target or the [***] therefor identified on Schedule 7 attached hereto, and (ii) with respect to each Pre-approved Replacement Target, any aptamer directed and binding to such Pre-approved Replacement Target or the [***] therefor identified on Schedule 7 attached hereto, except, in each case, for the conduct by ARCHEMIX of Permitted Activities. For purposes of clarity, the restrictions set forth in this Section 7.6.1(a) shall not apply to (A) Permitted Activities or (B) the exercise by ARCHEMIX of its rights to develop and commercialize any Waived Compound, Failed Compound or Terminated Product pursuant to Section 7.1.2(c) or Section 7.1.2(d). Also for purposes of clarity, if a Pre-approved Replacement Target becomes a Program Target pursuant to Section 3.5.1(d), the Exclusivity Term applicable to such Pre-approved Replacement Target shall be the Exclusivity Term applicable to Program Targets.