Exclusivity; Restrictions Sample Clauses
The Exclusivity; Restrictions clause establishes that one or both parties are limited in their ability to engage in similar agreements or activities with third parties during the term of the contract. Typically, this means that a party cannot offer the same products or services to competitors, or cannot enter into negotiations for similar arrangements elsewhere. This clause is designed to protect the interests of the parties by preventing conflicts of interest and ensuring that the benefits of the agreement are not undermined by outside competition or divided loyalties.
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Exclusivity; Restrictions. 4.3.1 ACI shall not (i) provide any [*****] or Licensed Products to any Third Party; or (ii) provide to any Third Party any methods of screening for, identifying or making any [*****] or Licensed Products, except as expressly provided in, and in strict accordance with, Section 2.4, Research Collaboration and License Agreement 13 of 42 Section 4.3.2 or Section 4.3.3. For clarity, except as described in Section 4.3.2, the foregoing restriction will not apply to limit ACI’s use or transfer of [*****] and related methods of screening, identification or manufacture, with respect to ACI’s activities outside the Genentech Field, including without limitation the research, development and commercialization of ACI Diagnostic Products and Vaccine Products.
4.3.2 During the Term, the Parties agree that Genentech shall have the sole right to develop and commercialize the [*****] and [*****] and ACI shall not have any rights to develop or commercialize products containing the [*****] or any [*****] for any purpose, including outside the Genentech Field. Notwithstanding the foregoing, upon First Commercial Sale of a Licensed Product in the Therapeutic Field containing the [*****] or any [*****], ACI shall be permitted to commercialize [*****] containing such [*****] or [*****]. During the period commencing on the Effective Date and ending [*****] years after the Effective Date, ACI shall not permit a Third Party to make or use any [*****] incorporating or otherwise using an [*****] as a component of such product unless such Third Party’s use of the [*****] (including the disclosure of any results of such use) is subject to obligations at least as protective of Genentech’s interest as the obligations imposed on ACI by Article 12 and where ACI’s agreement with such ACI Licensees requires assignment to ACI of all right, title and interest in and to any intellectual property (and intellectual property rights) created, discovered, conceived or reduced to practice during the making or using of such [*****] where such intellectual property rights are related to [*****]. Notwithstanding anything to the contrary, ACI shall not manufacture or sell or permit any Third Party to manufacture or sell any [*****] incorporating or otherwise using an [*****] as a component of such product during the period commencing on the Effective Date and ending [*****] years after the Effective Date.
Exclusivity; Restrictions. During the Royalty Term (on a country-by-country basis), neither Party nor their Affiliates shall: (a) commercialize any Restricted Product other than the Licensed Product, anywhere in the Territory or (b) directly or indirectly assist any other Person in carrying out any of the foregoing activities. Notwithstanding anything to the contrary, in the event of a Relmada Change of Control, the restrictions in Section 3.1 shall not apply to any Restricted Product that, prior to the closing of such Relmada Change of Control, was researched, developed, or commercialized by the acquirer of Relmada or any of its pre-existing Affiliates.
Exclusivity; Restrictions. During the Term, the Parties agree that Quark shall have the sole right to develop and commercialize Licensed Products in the Exclusive Field, and Licensor shall not grant to any Third Party or Affiliate any rights to research, develop or commercialize Licensed Products for any purpose, subject to Section 3.3. Except as allowed in Section 3.3, Licensor shall not provide any Licensed Products to any Third Party or Affiliate. Further, Licensor shall not collaborate with or otherwise provide to any Third Party or Affiliate any methods of identifying or making any Licensed Products.
Exclusivity; Restrictions. 4.3.1 ACI shall not (i) provide any Tau-Active Antibodies or Licensed Products to any Third Party; or (ii) provide to any Third Party any methods of screening for, identifying or making any Tau-Active Antibodies or Licensed Products, except as expressly provided in, and in strict accordance with, Section 2.4. For clarity, the foregoing restriction will not apply to limit ACI’s use or transfer of Tau-Active Antibodies and related methods of screening, identification or manufacture, with respect to ACI’s activities outside the Genentech Field, including without limitation the research, development and commercialization of Vaccine Products.
4.3.2 During the Term, the Parties agree that Genentech shall have the sole right to develop and commercialize Tau-Active Antibodies and ACI shall not have any rights to develop or commercialize products containing Tau-Active Antibodies for any purpose.
Exclusivity; Restrictions. ICP shall submit to AOL a monthly certification that it is in full compliance with all exclusivity restrictions set forth in this Agreement in the form attached as Exhibit D hereto.
Exclusivity; Restrictions. The Easement is an exclusive easement. Neither the Grantor nor any person acting under the Grantor’s express or implied consent shall modify, alter, reconstruct, interfere with, disturb or otherwise change in any way the land or any improvement located within the Easement; and further provided that such persons shall not construct or maintain any roadway, or erect any building, fence, retaining wall or other structure within the Easement.
Exclusivity; Restrictions. Other than in connection with this Agreement, neither Party shall, alone or with, through or for the benefit of any Third Party (including in the case of Pulmatrix, by utilizing or granting rights to the Licensed IP), with respect to any Licensed Product in the Field in the Territory during the Term, pursue any research, development or commercialization activities specifically directed to development or commercialization of any Licensed Product. Notwithstanding the foregoing, Pulmatrix shall not be in breach of its obligations under this Section 3.5(a) if it alone or with or with, through or for the benefit of any Third Party, pursues any research, development or commercialization activities specifically directed to development or commercialization of (i) any Rx Product (using the NasoCalm IP or otherwise) or (ii) any products (including products for administration to or through the nasal passages) using the Licensed IP (other than NasoCalm IP), provided that Pulmatrix shall grant Sensory Cloud an exclusive right of first refusal in accordance with Section 3.5(b) with respect to any OTC product in the Field (including an Rx Product for which approval for sale as an OTC product is sought) (“New OTC Product”).
Exclusivity; Restrictions. Development. Development will, and will cause each of its current and future Subsidiaries to, (i) conduct all Project Activities solely through itself and its Subsidiaries, (ii) not engage or invest in or advise with respect to any Project Activities, except through itself and its Subsidiaries, (iii) not engage or invest in or advise with respect to any Related Activities, except through Gevo, (iv) except as contemplated by Section 1.4, not engage any Person other than Gevo to provide the services set forth in Section 1.1, and (v) except as contemplated by Section 1.4, not engage any Person other than CDP to provide the services set forth in Section 1.2.
Exclusivity; Restrictions. Further provisions regarding the exclusivity are -------------------------- set forth in the relevant Product Schedule. Viaquo reserves the right to appoint other persons or entities as application service providers of Software Products outside SiVault's exclusive area.
Exclusivity; Restrictions. 4.3.1 ACI shall not (i) provide any [*****] or Licensed Products to any Third Party; or (ii) provide to any Third Party any methods of screening for, identifying or making any [*****] or Licensed Products, except as expressly provided in, and in strict accordance with, Section 2.4. For clarity, the foregoing restriction will not apply to limit ACI’s use or transfer of [*****] and related methods of screening, identification or manufacture, with respect to ACI’s activities outside the Genentech Field, including without limitation the research, development and commercialization of Vaccine Products.
4.3.2 During the Term, the Parties agree that Genentech shall have the sole right to develop and commercialize [*****] and ACI shall not have any rights to develop or commercialize products containing [*****] for any purpose.