Exclusivity of Efforts. For clarity, it is understood that any Antibody that Amgen Develops or commercializes and which meets the definition “Compound” under Section 1.21 above, shall be deemed a “Compound” hereunder for all purposes of this Agreement, including the milestone and royalty obligations in Sections 6.5 and 6.7, whether or not such Compound incorporates or utilizes any Xencor Patents or Xencor Know-How. Similarly any Antibody that is Controlled by Xencor as of the Effective Date or during the Term that meets the definition of “Compound” under Section 1.21 above shall also be deemed a “Compound” for all purposes of this Agreement, including the milestone and royalty provisions of Sections 6.5 and 6.7.
Exclusivity of Efforts. Rigel agrees that neither Rigel nor any of its Affiliates shall directly or indirectly conduct or sponsor any research, develop or otherwise commercialize any products or technologies within the Field of Research, other than pursuant to the Research Plan, during the Research Period and for a period of one (1) year following the Research Period. Without limiting the foregoing, Rigel shall not appoint or license any third party to develop market, sell or otherwise distribute such products until after the expiration of one (1) year following the Research Period. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Exclusivity of Efforts. The Parties acknowledge and agree that nothing contained in this Section 4.2 shall limit PARI from researching, developing, manufacturing, or commercializing medical devices (including existing devices) as stand alone devices outside of the Transave Field other than the Device (subject to PARI’s obligations under Section 2.6).
Exclusivity of Efforts. (a) For a period of three (3) years after the Effective Date, neither Ciba, Chiron nor their Affiliates shall develop, manufacture, market, sell or otherwise distribute any product, other than Products, which product is specifically intended by Ciba, Chiron or such Affiliate for use within the Field at the time of Ciba or Chiron's development, manufacture, marketing, sale or distribution. Subject to Section 3.3.4, nothing herein shall preclude preclinical research by Ciba, Chiron or their respective Affiliates within the Field.
(b) Neither Ciba, Chiron nor their respective Affiliates shall seek regulatory approval to market or promote any Product for use outside the Field, and Ciba, Chiron and their respective Affiliates shall market, promote and distribute the Products only in accordance with applicable laws and regulations, and only as a combination including the Delivery System. Subject to the foregoing provisions of this Section 2.4.1(b), the Developing Party shall not be deemed to have exceeded the scope of the licenses set forth in Section 2.1 above by reason of off label use of Products outside the Field.
2.4.2 By reason of the license granted in Section 2.1, during the term of this Agreement, Focal shall not conduct research, develop, manufacture, market, sell or distribute, or grant to a third party a right or license to conduct research, develop, manufacture, market, sell or distribute, any product incorporating any Hydrogel Polymer which product is specifically intended by Focal or such third party for use within the Field, except as may be approved by Ciba or Chiron, or as provided below. It is understood that Focal may conduct research, development, manufacture, marketing, sale or distribution of products incorporating Hydrogel Polymers for use outside the Field; provided that Focal, its Controlled Affiliates and licensees with respect to such products shall not seek regulatory approval to market or promote any such product for use within the Field, and Focal, its Controlled Affiliates and licensees shall market, promote and distribute such products only in accordance with applicable laws and regulations. Focal shall not be deemed to have granted a license within the Field by reason of off label use of any such product. It is understood that the foregoing restrictions on licensees apply only to products subject to the license from Focal. Notwithstanding the foregoing provisions of this Section 2.4.2: [*] * Confidential treatment has been reque...
Exclusivity of Efforts. 4.3.1 [* * *].
4.3.2 [* * *].
4.3.3 [* * *].
Exclusivity of Efforts. (a) Until [***].
(b) Until [***].
Exclusivity of Efforts. Prior to the [ * ], neither Ono or its Affiliates, nor Array or its Controlled Affiliates, shall Commercialize in the Ono Territory: (i) a product that includes, as an active pharmaceutical ingredient, an agent that is a [ * ] (other than Binimetinib), or (ii) a product that includes, as an active pharmaceutical ingredient, an agent that is a [ * ] (other than Encorafenib), or grant the right to a licensee or distributor to Commercialize in the Ono Territory any of the above described products (each a “Competing Product”). In addition, in the event that Array terminates this Agreement for Ono’s breach pursuant to Section 13.3 during the [ * ], or Ono exercises its right to terminate this Agreement “at will” pursuant to Section 13.2 during the Initial Royalty Term, then neither Ono nor its Affiliates shall Commercialize a Competing Product or grant the right to a licensee or distributor to Commercialize a Competing Product in the Ono Territory prior to the [ * ] anniversary of the date such termination takes effect. If during the [ * ], Array Commercializes a Competing Product in the Ono Territory, the royalty payment period shall terminate and Ono may continue to Commercialize the Product. If Ono Commercializes a Competing Product in the Ono Territory during [ * ], Array may immediately terminate this Agreement. As used herein, (i) “[ * ]” means a compound that [ * ], and (ii) “[ * ]” means a compound that [ * ]. For the avoidance of doubt, [ * ] and [ * ] shall not include a [ * ].
Exclusivity of Efforts. During the performance of the Programs, and thereafter until the approval of a PLA for a Collaboration Product in a Major Country, Ciba and Neurocrine each agree not to develop or commercialize a product within the Field or to grant to a third party a license to sell any product specifically intended, at the time the license is granted, for use within the Field, other than Collaboration Products under this Agreement, subject to the following: In the event that such Collaboration Product can be developed additionally for (an) indication(s) other than MS ("Other Indications"), the parties may agree to develop and commercialize such Collaboration Product for Other Indications according to the terms of this Agreement. If Neurocrine does not agree to such development, Ciba may perform such development on its own and at its own expense; provided, however, to the extent Section 8.2 and Section 9.1.2 above would otherwise apply to such Collaboration Product: (i) no costs associated with such Other Indications for such Collaboration Product shall be included in Recoupable Development Costs hereunder; (ii) all costs associated with such Other Indications for a Collaboration Product, including without limitation the costs to launch and promote such Collaboration Product for such Other Indications, as well as the revenues from sales of such Collaboration Product for such Other Indications, shall all be excluded from the calculation of Pre-Tax Operating Profit for purposes of determining Neurocrine's Profit Share from such Collaboration Product; and (iii) the royalties specified in Article 9 above shall apply to all Net Sales of such Collaboration Product for such Other Indications throughout the world.
Exclusivity of Efforts. During the Term of this Agreement, RogCon agrees on its behalf and on behalf of its controlled Affiliates (a) not to conduct, participate in or sponsor, directly or indirectly, any activities directed toward the research of an ASO that is designed to bind to the mRNA or pre-mRNA and down-regulate the expression of SCN2A gene products (each, a “Competing Compound”) or the development, commercialization or exploitation of any pharmaceutical product incorporating any Competing Compound (collectively, such activities “Competing Activities”) or (b) appoint, license or otherwise authorize any Third Party, whether pursuant to such license, appointment, or authorization or otherwise to perform any Competing Activities. For clarity, nothing in this Section 3.4 is intended to prevent RogCon from conducting, participating in, or sponsoring (i) any independent research, development or commercialization of non-ASO compounds or pharmaceutical products incorporating the same, whether itself or through others, (ii) general technology development, including the discovery, research and development of assays or informatics, technologies, in each case with general applicability, or (iii) to generate specificity data, including negative controls and information with respect thereto, in each case of (i)—(iii) not directed predominantly to Competing Activities.
Exclusivity of Efforts. To avoid conflicts of interest, BIO-RAD and ---------------------- its Affiliates will not manufacture, market, sell or otherwise distribute any materials, technologies or products, other than Luminex100 System and Kits, specifically designed for performing Multiplexed Bead Assays using flow cytometry based detection of particles for use in the human clinical diagnostics industry within the Field. In addition, BIO-RAD agrees that except for performing its development obligations as agreed pursuant to Section 2.1, BIO- RAD's clinical diagnostics division or group will not directly or indirectly develop any materials, technologies or products specifically designed for performing Multiplexed Bead Assays within the Fields using flow cytometry based detection of particles. BIO-RAD further agrees that it will not provide research and development funding to or license any third party to develop, manufacture, market, sell or otherwise distribute any materials, technologies or products specifically designed for performing Multiplexed Bead Assays within the Fields using flow cytometry based detection of particles. It is understood that the foregoing sentence shall not apply to passive investments by BIO-RAD in equity of third parties for use in the human clinical diagnostics industry.
