Common use of Exclusivity Terms Clause in Contracts

Exclusivity Terms. Absent a contrary agreement, [***] shall be deemed "Exclusive Products", provided, however, in the event KCI develops products which (i) are substantially different from the current Products in terms of materials or manufacturing processes used, or (ii) deliver [***] together with other different therapies, such KCI products shall not be Exclusive Products without express agreement by KCI to that effect. In the spirit of goodwill and co-operation contemplated by this Agreement, KCI agrees to disclose to Avail such products and the manufacturing plans for them prior to marketing launch of such products. Throughout the Exclusivity Period and thereafter for a period of thirty-six months, Avail agrees to not manufacture or sell any products or components that are either adapted for, or reasonably likely to be used in, vacuum assisted wound closure therapy ("Similar Products") to or for any customer other than the KCI Affiliates. Moreover, Avail agrees that each of its managerial, supervisory, development or engineering employees involved in the manufacture of Products will execute an agreement not to be involved in the production or distribution of Similar Products during the Exclusivity Period and for a period of thirty-six months thereafter unless this agreement is terminated by Avail as a result of an Event of Default or this Agreement is terminated by KCI without cause in which case such period shall be twelve months.. Throughout the Exclusivity Period, KCI likewise agrees to purchase all of its quantities of Exclusive Products for domestic sale (i.e., within the continental United States) from Avail. Notwithstanding the preceding, KCI International, Inc., together with its wholly- or partially-owned subsidiaries, divisions and the like, (collectively, "KCII") shall have the right to manufacture and commercialize the Products, and to contract with third parties to manufacture and commercialize the Products, independent of Avail; provided, however, in the event that Avail has established a fulfillment center in Europe capable of meeting the international demand for KCI's VAC disposables by June 30, 2003, KCI agrees to purchase all of its quantities of Exclusive Products for domestic and international sale from Avail, for the term of the Agreement. The foregoing notwithstanding, KCI shall retain the right to manufacture Products in an amount not to exceed one (1%) percent of its annual needs which shall be used for product or process development purposes; provided, however, that KCI agrees that the Products that are manufactured by them for these purposes may only be distributed by Avail consistent with the terms of this Agreement, at a transfer price which will be negotiated by the parties in good faith.

Exclusivity Terms. Absent a contrary agreement, [***] all sterile disposable products for use with vacuum assisted therapy shall be deemed "Exclusive Products", provided, however, in the event KCI develops products which (i) are substantially different from the current Products in terms of materials or manufacturing processes used, or (ii) deliver [***] vacuum assisted therapy together with other different therapies, such KCI products shall not be Exclusive Products without express agreement by KCI to that effect. In the spirit of goodwill and co-operation contemplated by this Agreement, KCI agrees to disclose to Avail such products and the manufacturing plans for them prior to marketing launch of such products. Throughout the Exclusivity Period and thereafter for a period of thirty-six months, Avail agrees to not manufacture or sell any products or components that are either adapted for, or reasonably likely to be used in, vacuum assisted wound closure therapy ("Similar Products") to or for any customer other than the KCI Affiliates. Moreover, Avail agrees that each of its managerial, supervisory, development or engineering employees involved in the manufacture of Products will execute an agreement not to be involved in the production or distribution of Similar Products during the Exclusivity Period and for a period of thirty-six months thereafter unless this agreement is terminated by Avail as a result of an Event of Default or this Agreement is terminated by KCI without cause in which case such period shall be twelve months.. Throughout the Exclusivity Period, KCI likewise agrees to purchase all of its quantities of Exclusive Products for domestic sale (i.e., within the continental United States) from Avail. Notwithstanding the preceding, KCI International, Inc., together with its wholly- or partially-owned subsidiaries, divisions and the like, (collectively, "KCII") shall have the right to manufacture and commercialize the Products, and to contract with third parties to manufacture and commercialize the Products, independent of Avail; provided, however, in the event that Avail has established a fulfillment center in Europe capable of meeting the international demand for KCI's VAC disposables by June 30, 2003, KCI agrees to purchase all of its quantities of Exclusive Products for domestic and international sale from Avail, for the term of the Agreement. The foregoing notwithstanding, KCI shall retain the right to manufacture Products in an amount not to exceed one (1%) percent of its annual needs which shall be used for product or process development purposes; provided, however, that KCI agrees that the Products that are manufactured by them for these purposes may only be distributed by Avail consistent with the terms of this Agreement, at a transfer price which will be negotiated by the parties in good faith.

Exclusivity Terms. (a) Absent a written contrary agreementagreement between the Parties, which both Parties represent does not exist as of the Effective Date [***] shall be deemed "Exclusive Products", provided, however, in ." In the event KCI Manufacturing develops products which Different Products (i) are substantially different from the current Products as defined in terms of materials or manufacturing processes used, or (ii) deliver [***] together with other different therapiesSection 1 above), such KCI products Different Products shall not be Exclusive Products without express agreement by KCI Manufacturing designating such Different Products to that effectbe Products. In the Parties’ mutual spirit of goodwill and co-operation cooperation contemplated by this Agreement, unless KCI Manufacturing is contractually prevented from doing so by a confidentiality agreement or other written agreement that expressly bars KCI Manufacturing from doing so, KCI Manufacturing agrees to disclose to Avail such products the details of the Different Products and the manufacturing plans for them them, and to grant Avail the opportunity to submit proposals for the Processing Services related to such Different Products in sufficient time prior to KCI Manufacturing’s commencement of the manufacture thereof, or marketing launch of the Different Products by KCI Manufacturing, for Avail to adequately prepare and for KCI Manufacturing to analyze such productsproposal. Throughout the Exclusivity Period and thereafter for a period of thirty-six (36) months, Avail agrees to not manufacture or sell any products or components that are either adapted for, or reasonably likely to be used in, vacuum assisted wound closure therapy ("Similar Products") to or for any customer other than the KCI AffiliatesManufacturing. Moreover, Avail agrees represents and covenants that each of its managerial, supervisory, development or engineering employees involved in the manufacture of Products will execute an agreement are bound or shall be bound by terms that obligate such employees to not to be involved in the production or distribution of Similar Products during the Exclusivity Period and for a period of thirty-six (36) months thereafter unless this agreement is terminated by Avail as a result of an Event of Default or this Agreement is terminated by KCI Manufacturing without cause in which case such period shall be twelve months.. Throughout . Subject to Section 4(b) below, throughout the Exclusivity Period, KCI likewise Manufacturing agrees to purchase all of its quantities of Exclusive obtain Products exclusively with Avail for domestic sale Processing Services. (i.e., within the continental United Statesb) from Avail. Notwithstanding the precedingforegoing, KCI International, Inc., together with its wholly- or partially-owned subsidiaries, divisions and the like, (collectively, "KCII") Manufacturing shall have the right to manufacture and commercialize the ProductsProducts in unlimited quantities and for any purpose, and to contract with third parties to manufacture and commercialize the Productsconditioned upon [***]. In such event, independent of Avail; provided, however, in the event that Avail has established a fulfillment center in Europe capable of meeting the international demand for KCI's VAC disposables by June 30, 2003, KCI agrees to purchase continue providing the Processing Services with respect to all Products ordered by KCI Manufacturing. The exercise by KCI Manufacturing of its quantities of Exclusive Products for domestic and international sale from Avail, for the term of the Agreement. The foregoing notwithstanding, KCI rights under this Section 4(b) shall retain the right to manufacture Products in an amount not to exceed one (1%) percent of its annual needs which shall be used for product or process development purposes; provided, however, that KCI agrees that the Products that are manufactured by them for these purposes may only be distributed by Avail consistent with the terms deemed a conversion of this Agreement, at a transfer price which will be negotiated by the parties in good faithAgreement under Section 22.

Exclusivity Terms. (a) Absent a written contrary agreementagreement between the Parties, which both parties represent does not exist as of the November 30, 2007 [***] shall be deemed "Exclusive Products", provided, however, in . In the event that KCI Manufacturing develops products which Different Products (i) are substantially different from the current Products as defined in terms of materials or manufacturing processes used, or (ii) deliver [***] together with other different therapiesSection 1 above), such KCI products Different Products shall not be Exclusive Products without express agreement by KCI to that effectManufacturing designating such Different Product as Products. In the Parties’ mutual spirit of goodwill and co-operation cooperation contemplated by this Agreement, unless KCI Manufacturing is contractually prevented from doing so by a confidentiality agreement or other written agreement that expressly bars KCI Manufacturing from doing so, KCI Manufacturing agrees to disclose to Avail such products the details of the Different Products and the manufacturing plans for them them, and to grant Avail the opportunity to submit proposals for the Processing Services related to such Different Products in sufficient time prior to KCI Manufacturing’s commencement of the manufacture, or marketing launch of such products. Throughout the Exclusivity Period and thereafter Different Products by KCI Manufacturing, for a period of thirty-six months, Avail agrees to not manufacture or sell any products or components that are either adapted for, or reasonably likely to be used in, vacuum assisted wound closure therapy ("Similar Products") to or for any customer other than the KCI Affiliates. Moreover, Avail agrees that each of its managerial, supervisory, development or engineering employees involved in the manufacture of Products will execute an agreement not to be involved in the production or distribution of Similar Products during the Exclusivity Period adequately prepare and for a period of thirty-six months thereafter unless this agreement is terminated by Avail as a result of an Event of Default or this Agreement is terminated by KCI without cause in which case Manufacturing to analyze such period shall be twelve months.. Throughout proposal. Subject to Section 4(b) below, throughout the Exclusivity Period, KCI likewise Manufacturing agrees to purchase all of its quantities of Exclusive obtain Products exclusively with Avail for domestic sale Processing Services. (i.e., within the continental United Statesb) from Avail. Notwithstanding the precedingforegoing, KCI International, Inc., together with its wholly- or partially-owned subsidiaries, divisions and the like, (collectively, "KCII") Manufacturing shall have the right to manufacture and commercialize the ProductsProducts in unlimited quantities and for any purpose, and to contract with third parties to manufacture and commercialize the Productsconditioned upon [***]. In such event, independent of Avail; provided, however, in the event that Avail has established a fulfillment center in Europe capable of meeting the international demand for KCI's VAC disposables by June 30, 2003, KCI agrees to purchase continue providing the Processing Services with respect to all Exclusive Products ordered by KCI Manufacturing or its Affiliates. The exercise by KCI Manufacturing of its quantities of Exclusive Products for domestic and international sale from Avail, for the term of the Agreement. The foregoing notwithstanding, KCI rights under this Section 4(b) shall retain the right to manufacture Products in an amount not to exceed one (1%) percent of its annual needs which shall be used for product or process development purposes; provided, however, that KCI agrees that the Products that are manufactured by them for these purposes may only be distributed by Avail consistent with the terms deemed a conversion of this Agreement, at a transfer price which will be negotiated by the parties in good faithAgreement under Section 22.”