Exclusivity of Program Clause Samples

Exclusivity of Program. Each Party expressly covenants and agrees to the other Party that such Party and its Affiliates will not conduct any research or development activity, or license any Third Party to conduct any research or development activity, during the Research Term, that seeks to identify or research or develop any Active Compounds, except pursuant to the Research Program under this Agreement. The Parties acknowledge and agree that any compounds discovered, identified, acquired or in-licensed by either Party during the one year period after the end of the Research Term which meet the requirements of Section 1.2(c)(i) and (ii) will be deemed to be Active Compounds to the extent such compounds are discovered or identified by or on behalf of the Party or its Affiliate, or otherwise become known to such Party or Affiliate, to meet such requirements. If either Party (or its Affiliate) knowingly in-licenses or acquires a compound that meets the definition of an Active Compound prior to the first anniversary of the end of the Research Term, such compound shall be deemed an Active Compound. J&J does not in any way represent or warrant that, commencing solely after the end of the Research Term, a Collaboration Product developed under this Agreement will be the only drug that J&J will at the same time develop or commercialize for identical or similar therapeutic uses.